Certain Definitions Contract Clauses (12,603)

Certain Definitions. (a) The "Effective Date" shall mean be the first date during the Change of "Change in Control Period Period" (as defined in Section 1(b)) on which a Change of in Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's Employee's employment with the Company is terminated within the twelve (12) month period prior to the date on which the a Change of in Control occurs, and if it is reasonably... demonstrated by the Executive that such termination of employment (i) (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of in Control or (ii) (2) otherwise arose in connection with or anticipation of a Change of in Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. termination. (b) The "Change of in Control Period" shall mean is the period commencing on the date hereof and ending on the earlier to occur of (i) the third anniversary of such date or (ii) the first day of the month next following the Employee's normal retirement date hereof; ("Normal Retirement Date") under the Huttig Building Products, Inc. Savings & Investment Plan, or any successor retirement plan (the "Retirement Plan"); provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be is hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of in Control Period shall be automatically extended so as to terminate on the earlier of (x) three years from such Renewal Date or (y) the first day of the month coinciding with or next following the Employee's Normal Retirement Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of in Control Period shall not be so extended. View More

Certain Definitions. (a) The "Effective Date" shall mean be the first date during the Change "Change of Control Period Period" (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's Employee's employment with the Company is terminated within the twelve (12) month period prior to the date on which the a Change of Control occurs, and if it is reasonably demonstrated by... the Executive that such termination of employment (i) (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) (2) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. termination. (b) The "Change of Control Period" shall mean is the period commencing on the date hereof and ending on the third second anniversary of the date hereof; such date; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual successive anniversary thereof shall be (each such anniversary being hereinafter referred to as the a "Renewal Date"), unless previously terminated, the Change of Control control Period shall be automatically extended so as to terminate three years from end on the third anniversary of such Renewal Date, Date unless at least 60 sixty (60) days prior to the such Renewal Date date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended. extended, in which event the then current Change of Control Period shall not be extended and shall end on the then applicable ending date. View More

Certain Definitions. (a) The "Effective Date" shall mean be the first date during the Change "Change of Control Period Period" (as defined in Section 1(b)) 1(b) of this Agreement) on which a Change of Control (as defined below) occurs, and, except as provided in Section 2) occurs. the following sentence, no amount shall be paid or benefits provided under this Agreement if the Executive's employment is terminated for any reason prior to a Change of Control. Anything in this Agreement to the contrary notwithstanding,... if a Change of Control occurs and if the Executive's employment with the Company is terminated within the twelve (12) month period prior to the date on which the a Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination of employment. termination. (b) The "Change of Control Period" shall mean is the period commencing on the date hereof and ending on the earlier to occur of (i) the third anniversary of such date or (ii) the date hereof; first day of the month next following the Executive's attainment of age 65 ("Normal Retirement Date"); provided, however, that commencing on the date one year two (2) years after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be is hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three on the earlier of (i) two years from such Renewal Date or (ii) the first day of the month coinciding with or next following the Executive's Normal Retirement Date, unless unless, at least 60 days prior to the Renewal Date Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended. extended in which event this Agreement shall continue for the remainder of its then current term and terminate as provided herein. View More

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 2.1 2.1. "Affiliate" means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director, general partner, managing member, or trustee of, or Person serving in a similar capacity with respect to,... such Person, or (iv) any Person who is an officer, director, general partner, member, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i), (ii), or (iii) of this sentence. For purposes of this definition, the terms "controlling," "controlled by," or "under common control with" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 2.2 2.2. "Bancorp" means Eagle Bancorp, Inc., a Maryland corporation. 2.3 corporation, publicly traded as a bank holding company. 2.3. "Bank" is defined in the introduction to the Recitals. above. If the Bank is merged into any other Entity, or transfers substantially all of its business operations or assets to another Entity, the term "Bank" shall be deemed to include such successor Entity for purposes of applying Article 8 of this Agreement. 2.4 2.4. "Bank Entities" means and includes any of the Bank, Bancorp and their Affiliates. 2.5 2.5. "Bank Regulatory Agency" means any governmental authority, regulatory agency, ministry, department, statutory corporation, central bank or other body of the United States or of any other country or of any state or other political subdivision of any of them having jurisdiction over the Bank or any transaction contemplated, undertaken or proposed to be undertaken by the Bank, including, but not necessarily be limited to: (a) the Federal Deposit Insurance Corporation or any other federal or state depository insurance organization or fund; (b) the Federal Reserve System, the Maryland Division of Financial Institutions, or any other federal or state bank regulatory or commissioner's office; (c) any Person established, organized, owned (in whole or in part) or controlled by any of the foregoing; and (d) any predecessor, successor or assignee of any of the foregoing. 2.6 2.6. "Board" means the Board of Directors of the Bank. 2.7 2.7. "Code" means the Internal Revenue Code of 1986, as amended. 2.8 "Expiration Date" 2.8. "Competitive Business" means the earlier banking and financial services business, which includes, without limitation, consumer savings, commercial banking, the insurance and trust business, the savings and loan business and mortgage lending, or any other business in which any of the expiration Bank Entities is engaged or has invested significant resources within the prior six (6) month period in preparation for becoming actively engaged; provided that after the Termination Date, such period shall be deemed to end on the Termination Date. 2.9. "Competitive Products or Services" means, as of any time during the Term, those products or services of the Restricted Period hereunder type that any of the Bank Entities is providing, or is actively preparing to provide, to its customers. 2.10. "Disability" means a mental or physical condition which, in the good faith opinion of the Board, renders Executive, with or without reasonable accommodation, unable or incompetent to carry out the essential functions of the position or the date material job responsibilities which Executive held or the material duties to which Executive was assigned at the time the disability was incurred, which has existed for at least three (3) months and which in the opinion of a physician mutually agreed upon which by the Bank elects and Executive (provided that neither party shall unreasonably withhold such agreement) is expected to terminate this Agreement due be permanent or to last for an indefinite duration or a violation duration in excess of Article 8 by Executive. 2.9 nine (9) months. 2.11. "Entity" means any partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity or association. -2- 2.12. "Person" means any individual or Entity. 2.10 2.13. "Section 409A" means Section 409A of the Code and the regulations and administrative guidance promulgated thereunder. 2.11 2.14. "Term" means the period commencing on the Effective Date and ending on the Termination Date. 2.15. "Termination Date" means the Expiration Date or date upon which Executive ceases to provide services to the Termination Date under the Employment Agreement. Bank and Bancorp hereunder. Other terms are defined throughout this Agreement and have the meanings so given them. View More

Certain Definitions. The following terms, as used herein, have the following meanings: "Accredited Investor" means an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the Commission. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. "Business Day" means any day except a Saturday, Sunday, or other day on which commercial banks in Houston, Texas, are authorized by... law to close. "Capital Reorganization" has the meaning set forth in Section 4.2. "Commission" means the Securities and Exchange Commission. "Common Share Reorganization" has the meaning set forth in Section 4.1. "Common Shares" means the Company's currently authorized class of Common Stock, par value $0.001. "Company" has the meaning set forth in the preamble to this Warrant Certificate. "Empire Texas LLC" means Empire Texas LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Exchange Act shall include a reference to the comparable section, if any, of any such successor Federal statute. "Exercise Price" means $0.25, $0.20, subject to adjustment from time to time pursuant to Section 4. "Joint Development Agreement" means the Joint Development Agreement dated on or about the date hereof between the Company and the other parties thereto. "Notice of Exercise" has the meaning set forth in Section 2(a). "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "PIE Operating LLC" means PIE Operating LLC, a Nevada limited liability company. "Purchase Agreement" has the meaning set forth in the preamble to this Warrant Certificate. "RRC Monthly Production Report" has the meaning set forth in the Joint Development Agreement. "Securities Act" means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act shall include a reference to the comparable section, if any, of any such successor Federal statute. "Vesting Event" "Triggering Events" means that all outstanding warrants for purchase (a) the 3 month trailing average monthly aggregate production from the oil and gas properties of Common Shares Empire Texas LLC operated by PIE Operating LLC shall have increased by 20% from the 3 month trailing average monthly production of the same properties as of July 2020, in each case as set forth in the date of this Warrant Certificate (other than those held relevant RRC Monthly Production Reports, (b) aggregate expenditures on well workovers by PIE Operating LLC under the Joint Development Agreement shall have exceeded US$1 million, and (c) the Company shall have effected a Capital Reorganization mutually agreeable to the Company and the Warrant Holder) have been fully exercised or lapsed. Holder. "Warrant" means the rights granted to the Warrant Holder pursuant to this Warrant Certificate. "Warrant Certificate" means this Common Share Warrant Certificate. "Warrant Holder" has the meaning set forth in the preamble to this Warrant Certificate. "Warrant Shares" means 1,800,000 2,625,000 Common Shares issued or issuable upon exercise of this Warrant, subject to adjustment from time to time pursuant to Section 4. View More

Certain Definitions. The following terms, as used herein, have the following meanings: "Accredited Investor" means an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by the Commission. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. "Business Day" means any day except a Saturday, Sunday, or other day on which commercial banks in Houston, Texas, are authorized by... law to close. "Capital Reorganization" has the meaning set forth in Section 4.2. "Commission" means the Securities and Exchange Commission. "Common Share Reorganization" has the meaning set forth in Section 4.1. "Common Shares" means the Company's currently authorized class of Common Stock, par value $0.001. "Company" has the meaning set forth in the preamble to this Warrant Certificate. "Empire Texas LLC" means Empire Texas LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Exchange Act shall include a reference to the comparable section, if any, of any such successor Federal statute. "Exercise Price" means $0.25, $0.20, subject to adjustment from time to time pursuant to Section 4. "Joint Development Agreement" means the Joint Development Agreement dated on or about the date hereof between the Company and the other parties thereto. "Notice of Exercise" has the meaning set forth in Section 2(a). "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "PIE Operating LLC" means PIE Operating LLC, a Nevada limited liability company. "Purchase Agreement" has the meaning set forth in the preamble to this Warrant Certificate. "RRC Monthly Production Report" has the meaning set forth in the Joint Development Agreement. "Securities Act" means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act shall include a reference to the comparable section, if any, of any such successor Federal statute. "Vesting Event" "Triggering Events" means that all outstanding warrants for purchase (a) the 3 month trailing average monthly aggregate production from the oil and gas properties of Common Shares Empire Texas LLC operated by PIE Operating LLC shall have increased by 20% from the 3 month trailing average monthly production of the same properties as of July 2020, in each case as set forth in the date of this Warrant Certificate (other than those held relevant RRC Monthly Production Reports, (b) aggregate expenditures on well workovers by PIE Operating LLC under the Joint Development Agreement shall have exceeded US$1 million, and (c) the Company shall have effected a Capital Reorganization mutually agreeable to the Company and the Warrant Holder) have been fully exercised or lapsed. Holder. "Warrant" means the rights granted to the Warrant Holder pursuant to this Warrant Certificate. "Warrant Certificate" means this Common Share Warrant Certificate. "Warrant Holder" has the meaning set forth in the preamble to this Warrant Certificate. "Warrant Shares" means 1,800,000 2,625,000 Common Shares issued or issuable upon exercise of this Warrant, subject to adjustment from time to time pursuant to Section 4. View More

Certain Definitions. For the purposes of this Agreement, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement, Agreement as in effect on the date hereof, and other capitalized terms used herein shall have the respective meanings ascribed to them in this Section 1. "Additional Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder and are... acquired after the date hereof and prior to the Expiration Date. termination of this Agreement. "Affiliate" has the meaning set forth in the Merger Agreement; Agreement as in effect on the date hereof; provided, however, that solely for purposes of this Agreement, neither the Company nor any of its Subsidiaries shall not be deemed to be an "Affiliate" of Stockholder or any of its Affiliates; provided, further, that, "Affiliate" of Stockholder shall not include any portfolio company or other investment of Stockholder or any Affiliate of Stockholder. "beneficial ownership" (and related terms such as "beneficially owned" or "beneficial owner") has shall have the meaning set forth in Rule 13d-3 under the Exchange Act, and a Person's beneficial ownership of securities Act. "Company Stockholders Meeting" shall be calculated have the meaning assigned thereto in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). Section 2(a) hereof. "Covered Shares" means shall mean the Owned Shares and Additional Owned Shares. "Expiration Date" has the meaning set forth in Section 6. "knowledge of Stockholder" means, for any Stockholder that is an individual, means the actual knowledge of such Stockholder and, for any Stockholder that is not an individual, the actual knowledge knowledge, after reasonable inquiry, of any officer of Stockholder. 1 "Liens" has shall have the meaning set forth assigned thereto in Section 5(a). 5(a) hereof. "Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder as of the date hereof, as set forth on Schedule I. "Permitted Transfer" has shall have the meaning set forth assigned thereto in Section 3(a). "Representatives" means, with respect to a Person, all of 3. "Term" shall have the officers, directors, employees, consultants, legal representatives, agents, advisors, auditors, investment bankers, and other advisors, agents or representatives of such Person. meaning assigned thereto in Section 6 hereof. "Transfer" means, shall mean, with respect to a security, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise, and including the creation of any Liens) otherwise) of such security or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, "Transfer" has shall have a correlative meaning. View More

Certain Definitions. For the purposes of this Agreement, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement, and other capitalized terms used herein shall have the respective meanings ascribed to them in this Section 1. "Additional Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder or, solely with respect to any Stockholder that is... not an individual, any of its controlled Affiliates, and are acquired after the date hereof and prior to the Expiration Date. "Affiliate" has shall have the meaning set forth in the Merger Agreement; provided, however, that the Company shall not be deemed to be an Affiliate of Stockholder. "beneficial ownership" (and related terms such as "beneficially owned" or "beneficial owner") has shall have the meaning set forth in Rule 13d-3 under the Exchange Act, and a Person's beneficial ownership of securities shall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). 1 "Company Stockholders Meeting" shall have the meaning set forth in Section 2. "Covered Shares" means shall mean the Owned Shares and Additional Owned Shares. "Expiration Date" has the meaning set forth in Section 6. "knowledge of Stockholder" means, shall mean, for any Stockholder that is an individual, the actual knowledge knowledge, after reasonable inquiry, of such Stockholder and, for any Stockholder that is not an individual, the actual knowledge knowledge, after reasonable inquiry, of any officer of Stockholder. 1 "Liens" has shall have the meaning set forth in Section 5(a). "Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder or, solely with respect to any Stockholder that is not an individual, any of its controlled Affiliates, as of the date hereof, as set forth on Schedule I. "Permitted Transfer" has the meaning set forth in Section 3(a). "Representatives" means, shall mean, with respect to a Person, all of the officers, directors, employees, consultants, legal representatives, agents, advisors, auditors, investment bankers, and other advisors, agents or representatives of such Person. Person and, solely with respect to any Stockholder that is not an individual, any of its controlled Affiliates. "Term" shall have the meaning set forth in Section 6. "Transfer" means, shall mean, with respect to a security, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise, and including the creation of any Liens) otherwise) of such security or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, "Transfer" has shall have a correlative meaning. View More

Certain Definitions. For the purposes of this Agreement, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement, and other capitalized terms used herein shall have the respective meanings ascribed to them in this Section 1. "Additional Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are become beneficially owned by Stockholder and are acquired Stockholder, the entities... listed on Schedule I, or any of their respective controlled Affiliates, after the date hereof and prior to the Expiration Date. "Affiliate" has shall have the meaning set forth in the Merger Agreement; provided, however, that the Company and its subsidiaries shall not be deemed to be an Affiliate Affiliates of Stockholder. Stockholder or of any of its Affiliates. "beneficial ownership" (and related terms such as "beneficially owned" or "beneficial owner") has shall have the meaning set forth in Rule 13d-3 under the Exchange Act, and a Person's beneficial ownership of securities shall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). "Beneficial Ownership Disclosure" means the Schedule 13D filed by or on behalf of Stockholder and/or its Affiliates with respect to the Covered Shares, as amended through the date of this Agreement. 1 "Company Stockholders Meeting" shall have the meaning set forth in Section 2 hereof. "Covered Shares" means shall mean the Owned Shares and Additional Owned Shares. "Expiration Date" has "Exempt Transfer" means any Transfer of Covered Shares to (i) any member of the meaning set forth Fairfax Group provided that the Stockholder continues to beneficially own the Covered Shares to the same extent or (ii) pursuant to the AVLN Transfer (as further described in Section 6. the Beneficial Ownership Disclosure) to any member of the Fairfax Group. "Fairfax Group" means Fairfax Financial Holdings Inc., and its controlled Affiliates. "knowledge of Stockholder" means, for any Stockholder that is an individual, shall mean the actual knowledge knowledge, after reasonable inquiry, of such Stockholder and, for any Stockholder that is not an individual, the actual knowledge of any officer Chief Risk Officer and General Counsel of Stockholder. 1 "Liens" has the meaning set forth in Section 5(a). "Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder Stockholder, the entities listed on Schedule I, or any of their respective controlled Affiliates, as of the date hereof, as set forth on Schedule I. "Permitted Transfer" has the meaning set forth in Section 3(a). "Representatives" means, shall mean, with respect to a Person, all of the officers, directors, employees, consultants, legal representatives, agents, advisors, auditors, investment bankers, and other advisors, agents or representatives of such Person. Person and, solely with respect to any Stockholder that is not an individual, any of its controlled Affiliates. "RiverStone Europe Companies" shall mean RiverStone Corporate Capital Limited and RiverStone Insurance (UK) Limited. "Term" shall have the meaning set forth in Section 6 hereof. "Transfer" means, shall mean, with respect to a security, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise, and including the creation of any Liens) otherwise) of such security or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, "Transfer" has shall have a correlative meaning. View More

Certain Definitions. For the purposes of this Agreement, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement, Agreement as in effect on the date hereof, and other capitalized terms used herein shall have the respective meanings ascribed to them in this Section 1. "Additional Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder and are... acquired after the date hereof and prior to the Expiration Date. termination of this Agreement. "Affiliate" has the meaning set forth in the Merger Agreement; Agreement as in effect on the date hereof; provided, however, that solely for purposes of this Agreement, neither the Company nor any of its Subsidiaries shall not be deemed to be an "Affiliate" of Stockholder or any of its Affiliates; provided, further, that, "Affiliate" of Stockholder shall not include any portfolio company or other investment of Stockholder or any Affiliate of Stockholder. "beneficial ownership" (and related terms such as "beneficially owned" or "beneficial owner") has shall have the meaning set forth in Rule 13d-3 under the Exchange Act, and a Person's beneficial ownership of securities Act. "Company Stockholders Meeting" shall be calculated have the meaning assigned thereto in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). Section 2(a) hereof. "Covered Shares" means shall mean the Owned Shares and Additional Owned Shares. "Expiration Date" has the meaning set forth in Section 6. "knowledge of Stockholder" means, for any Stockholder that is an individual, means the actual knowledge of such Stockholder and, for any Stockholder that is not an individual, the actual knowledge knowledge, after reasonable inquiry, of any officer of Stockholder. 1 "Liens" has shall have the meaning set forth assigned thereto in Section 5(a). 5(a) hereof. "Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder as of the date hereof, as set forth on Schedule I. "Permitted Transfer" has shall have the meaning set forth assigned thereto in Section 3(a). "Representatives" means, with respect to a Person, all of 3. "Term" shall have the officers, directors, employees, consultants, legal representatives, agents, advisors, auditors, investment bankers, and other advisors, agents or representatives of such Person. meaning assigned thereto in Section 6 hereof. "Transfer" means, shall mean, with respect to a security, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise, and including the creation of any Liens) otherwise) of such security or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, "Transfer" has shall have a correlative meaning. View More

Certain Definitions. For the purposes of this Agreement, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement, and other capitalized terms used herein shall have the respective meanings ascribed to them in this Section 1. "Additional Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder or, solely with respect to any Stockholder that is... not an individual, any of its controlled Affiliates, and are acquired after the date hereof and prior to the Expiration Date. "Affiliate" has shall have the meaning set forth in the Merger Agreement; provided, however, that the Company shall not be deemed to be an Affiliate of Stockholder. "beneficial ownership" (and related terms such as "beneficially owned" or "beneficial owner") has shall have the meaning set forth in Rule 13d-3 under the Exchange Act, and a Person's beneficial ownership of securities shall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). 1 "Company Stockholders Meeting" shall have the meaning set forth in Section 2. "Covered Shares" means shall mean the Owned Shares and Additional Owned Shares. "Expiration Date" has the meaning set forth in Section 6. "knowledge of Stockholder" means, shall mean, for any Stockholder that is an individual, the actual knowledge knowledge, after reasonable inquiry, of such Stockholder and, for any Stockholder that is not an individual, the actual knowledge knowledge, after reasonable inquiry, of any officer of Stockholder. 1 "Liens" has shall have the meaning set forth in Section 5(a). "Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder or, solely with respect to any Stockholder that is not an individual, any of its controlled Affiliates, as of the date hereof, as set forth on Schedule I. "Permitted Transfer" has the meaning set forth in Section 3(a). "Representatives" means, shall mean, with respect to a Person, all of the officers, directors, employees, consultants, legal representatives, agents, advisors, auditors, investment bankers, and other advisors, agents or representatives of such Person. Person and, solely with respect to any Stockholder that is not an individual, any of its controlled Affiliates. "Term" shall have the meaning set forth in Section 6. "Transfer" means, shall mean, with respect to a security, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise, and including the creation of any Liens) otherwise) of such security or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, "Transfer" has shall have a correlative meaning. View More

Certain Definitions. For the purposes of this Agreement, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement, and other capitalized terms used herein shall have the respective meanings ascribed to them in this Section 1. "Additional Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are become beneficially owned by Stockholder and are acquired Stockholder, the entities... listed on Schedule I, or any of their respective controlled Affiliates, after the date hereof and prior to the Expiration Date. "Affiliate" has shall have the meaning set forth in the Merger Agreement; provided, however, that the Company and its subsidiaries shall not be deemed to be an Affiliate Affiliates of Stockholder. Stockholder or of any of its Affiliates. "beneficial ownership" (and related terms such as "beneficially owned" or "beneficial owner") has shall have the meaning set forth in Rule 13d-3 under the Exchange Act, and a Person's beneficial ownership of securities shall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). "Beneficial Ownership Disclosure" means the Schedule 13D filed by or on behalf of Stockholder and/or its Affiliates with respect to the Covered Shares, as amended through the date of this Agreement. 1 "Company Stockholders Meeting" shall have the meaning set forth in Section 2 hereof. "Covered Shares" means shall mean the Owned Shares and Additional Owned Shares. "Expiration Date" has "Exempt Transfer" means any Transfer of Covered Shares to (i) any member of the meaning set forth Fairfax Group provided that the Stockholder continues to beneficially own the Covered Shares to the same extent or (ii) pursuant to the AVLN Transfer (as further described in Section 6. the Beneficial Ownership Disclosure) to any member of the Fairfax Group. "Fairfax Group" means Fairfax Financial Holdings Inc., and its controlled Affiliates. "knowledge of Stockholder" means, for any Stockholder that is an individual, shall mean the actual knowledge knowledge, after reasonable inquiry, of such Stockholder and, for any Stockholder that is not an individual, the actual knowledge of any officer Chief Risk Officer and General Counsel of Stockholder. 1 "Liens" has the meaning set forth in Section 5(a). "Owned Shares" means shall mean all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder Stockholder, the entities listed on Schedule I, or any of their respective controlled Affiliates, as of the date hereof, as set forth on Schedule I. "Permitted Transfer" has the meaning set forth in Section 3(a). "Representatives" means, shall mean, with respect to a Person, all of the officers, directors, employees, consultants, legal representatives, agents, advisors, auditors, investment bankers, and other advisors, agents or representatives of such Person. Person and, solely with respect to any Stockholder that is not an individual, any of its controlled Affiliates. "RiverStone Europe Companies" shall mean RiverStone Corporate Capital Limited and RiverStone Insurance (UK) Limited. "Term" shall have the meaning set forth in Section 6 hereof. "Transfer" means, shall mean, with respect to a security, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise, and including the creation of any Liens) otherwise) of such security or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, "Transfer" has shall have a correlative meaning. View More

Certain Definitions. For purposes of this Note, the following terms shall have the following meanings: (a) "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. (b) "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain... closed. (c) "Maturity Date" shall mean three (3) years from the twelve (12) months anniversary after the Issuance Date. (d) "Person" means "person" as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, including any individual, corporation, limited liability company, partnership, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any group of persons. (e) "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (f) "Transaction Documents" means, collectively, the Note, Notes, the SPA Securities Purchase Agreement and any other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated by the SPA, hereby and thereby, as may be amended from time to time. View More

Certain Definitions. Capitalized terms used in the Agreement and not otherwise defined herein shall have the following respective meanings: (a) "Affiliate" shall mean any company or other entity controlled by, controlling or under common control with the Company. (b) "Annual Bonus Plan" shall mean any annual bonus or short-term incentive plan or program established by the Company. (c) "Business Day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are closed (whether such closure is authorized or obligated by law or executive order to close. order). (d) "Change of Control" shall mean: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; (ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall have become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding voting securities; (iii) the Company or its subsidiary is a party to a merger or other transaction pursuant to which the shareholders of the other party to such merger or transaction shall have become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (or the entity resulting from such merger or other transaction) representing 40% or more of the combined voting power of the Company's then outstanding voting securities (or the then outstanding voting securities of the entity resulting from such merger or other transaction); (iv) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or -13- (iv) (v) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including, for this purpose, any new director whose election or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. -15- (e) "Change of Control Period" shall mean the period commencing on the occurrence of a Change of Control and ending on the third anniversary of such date. (f) "Code" shall mean the Internal Revenue Code of 1986, as amended. (g) "Common Stock" shall mean the common stock, par value $0.01 per share, of the Company. (h) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. (i) "Exchange Act" shall mean the Securities Exchange Act of 1934. (j) 1934, as amended. (h) "Termination Date" shall mean the date of the Executive's "separation from service" within the meaning of Section 409A of the Code and the regulations and other guidance promulgated thereunder with the Company and all of its Affiliates, as described in Paragraph Section 5(f). View More

Certain Definitions. Capitalized terms used in the Agreement and not otherwise defined herein shall have the following respective meanings: (a) "Affiliate" shall mean any company or other entity controlled by, controlling or under common control with the Company. (b) "Annual Bonus Plan" shall mean any annual bonus or short-term incentive plan or program established by the Company. (c) "Business Day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are closed (whether such closure is authorized or obligated by law or executive order to close. order). (d) "Change of Control" shall mean: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; (ii) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall have become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding voting securities; (iii) the Company or its subsidiary is a party to a merger or other transaction pursuant to which the shareholders of the other party to such merger or transaction shall have become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (or the entity resulting from such merger or other transaction) representing 40% or more of the combined voting power of the Company's then outstanding voting securities (or the then outstanding voting securities of the entity resulting from such merger or other transaction); (iv) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or -13- (iv) (v) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including, for this purpose, any new director whose election or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board. -15- (e) "Change of Control Period" shall mean the period commencing on the occurrence of a Change of Control and ending on the third anniversary of such date. (f) "Code" shall mean the Internal Revenue Code of 1986, as amended. (g) "Common Stock" shall mean the common stock, par value $0.01 per share, of the Company. (h) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. (i) "Exchange Act" shall mean the Securities Exchange Act of 1934. (j) 1934, as amended. (h) "Termination Date" shall mean the date of the Executive's "separation from service" within the meaning of Section 409A of the Code and the regulations and other guidance promulgated thereunder with the Company and all of its Affiliates, as described in Paragraph Section 5(f). View More

Certain Definitions. For purposes of this Note, the following terms shall have the following meanings: (a) "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. (b) "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain... closed. (c) "Maturity Date" shall mean three (3) years from the twelve (12) months anniversary after the Issuance Date. (d) "Person" means "person" as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, including any individual, corporation, limited liability company, partnership, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any group of persons. (e) "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (f) "Transaction Documents" means, collectively, the Note, Notes, the SPA Securities Purchase Agreement and any other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated by the SPA, hereby and thereby, as may be amended from time to time. View More