Certain Definitions Contract Clauses (12,518)

Certain Definitions. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned to such terms in the Agreements or the Plan.

Certain Definitions. As used in this Certificate, the term "Subsidiary" shall mean, as it applies to the Corporation, any one or more Persons, a majority of the capital stock or other equity interests of which are owned directly or indirectly (through another Subsidiary) by the Corporation.

Certain Definitions. The following terms, as used herein, have the following meanings: "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 New York City are authorized by law to close. "Commission" means the Securities and Exchange Commission. "Common Share(s)" means the Company's currently authorized class... of Common Stock, par value $0.001. "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 $0.50 with respect to up to __________Warrant Shares. "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. "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. "Warrant" means the rights granted to the Warrant Holder pursuant to this Warrant Certificate. "Warrant Certificate" means this Common Share Warrant Certificate. "Warrant Share(s)" means the _________ Common Shares issued or issuable upon exercise of this Warrant, as adjusted from time to time pursuant to Section 4. View More

Certain Definitions. 9.1 "Business Day" means any day that is not a Saturday, Sunday, federal holiday or bank holiday in any jurisdiction in which the Maker holds a substantial portion of its assets. 9.2 "Change of Control" means any liquidation, dissolution, or winding up of the Maker, either voluntary or involuntary, and shall be deemed to be occasioned by, or to include, (i) the acquisition of the Maker by another entity by means of any transaction or series of related transactions (including, without... limitation, any stock acquisition, reorganization, merger or consolidation) unless the Maker's shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Maker's acquisition or sale or otherwise) hold at least a majority of the voting power of the surviving or acquiring entity or its direct or indirect parent entity (except that any bona fide equity or debt financing transaction for capital raising purposes shall not be deemed a Change of Control for this purpose) and (ii) a sale, exclusive license or other disposition of all or substantially all of the assets of the Maker, including a sale, exclusive license or other disposition of all or substantially all of the assets of one or more of the Maker's subsidiaries, if such assets constitute substantially all of the assets of the Maker and such subsidiaries taken as a whole. View More

Certain Definitions. As used in this Warrant the following terms shall have the following respective meanings: 1.1 "Registered Holder" shall mean any Holder in whose name this Warrant is registered upon the books and records maintained by the Company. 1.2 "Warrant" as used herein, shall include this Warrant and any warrant delivered in substitution or exchange therefore as provided herein. 1.3 "Common Stock" shall mean the Common Stock of the Company and any other securities at any time receivable or issuable upon... exercise of this Warrant. Exhibit 10.3.1 -- Page 1 2. EXERCISE OF WARRANT 2.1 Payment. Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this Warrant may be exercised, in whole or in part at any time or from time to time after the Effective Date, and on or before the Expiration Date by the delivery (including, without limitation, delivery by facsimile) of the form of Notice of Exercise attached hereto as Exhibit 1 (the "Notice of Exercise"), duly executed by the Holder, at the principal office of the Company, subject to the conditions subsequent of the surrender, as soon as practicable after such date. (a) this Warrant at the principal office of the Company, and (b) payment in cash (by check) or by wire transfer of an amount equal to the product obtained by multiplying the number of shares of Common Stock being purchased upon such exercise by the then effective Purchase Price (the "Exercise Amount"). 2.2 Stock Certificates; Fractional Shares. As soon as practicable on or after the date of any exercise of this Warrant but in any event within 5 business days after its receipt of the Exercise Amount, the Company shall issue and deliver to the person or persons designated by the Holder a certificate or certificates for the aggregate number of whole shares of Common Stock issuable upon such exercise. No fractional shares or scrip representing fractional shares shall be issued upon an exercise of this Warrant. 2.3 Partial Exercise; Effective Date of Exercise. In case of any partial exercise of this Warrant, the Company shall cancel this Warrant upon surrender hereof and shall execute and deliver a new Warrant of like tenor and date for the balance of the shares of Common Stock purchasable hereunder. The person entitled to receive the shares of Common Stock issuable upon exercise of this Warrant shall be treated for all purposes as the holder of record of such shares as of the close of business on the date the Company receives the Notice of Exercise, subject to the conditions subsequent of surrender of the original warrant and receipt of the Exercise Amount. 2.4 Vesting. The warrants shall vest fully upon issuance. View More

Certain Definitions. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings: (a) "Expiration Date" shall mean the earliest to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to Article VIII thereof, (ii) such date and time as the Merger shall become effective in accordance... with the terms and provisions of the Merger Agreement, and (iii) such date and time as the Merger Agreement shall have been amended, without the Shareholder's consent in a manner adverse to the Shareholder, including, without limitation, a decrease in the amount of the Merger Consideration. (b) "Shares" shall mean (i) all equity securities and equity interests (including common shares) of the Company owned (beneficially or of record) by the Shareholder as of the date hereof, and (ii) all additional equity securities and equity interests (including common shares) of the Company of which the Shareholder acquires beneficial or record ownership during the period from the date of this Agreement through the Expiration Date (including by way of bonus issue, share dividend or distribution, sub-division, recapitalization, consolidation, exchange of shares and the like). (c) "Transfer" A Person shall be deemed to have effected a "Transfer" of a Share if such Person directly or indirectly (i) sells, pledges, encumbers, exchanges, assigns, grants an option with respect to, transfers, tenders or otherwise disposes of such Share or any interest in such Share (including by gift, merger or operation of law), or (ii) enters into an agreement, arrangement or commitment providing for the sale of, pledge of, encumbrance of, exchange of, assignment of, grant of an option with respect to, transfer, tender of or other disposition of such Share or any interest therein (including by gift, merger or operation of law). View More

Certain Definitions. (a) "Affiliate" shall mean any business entity controlled by, controlling or under common control with the Company, including but not limited to the Bank. (b) "Cause" shall consist of any of (i) the commission by the Executive of a willful act (including, without limitation, a dishonest or fraudulent act) or a grossly negligent act, or the willful or grossly negligent omission to act by the Executive, which is intended to cause, does cause or is reasonably likely to cause material harm to the... Company or any Affiliate (including harm to its business reputation); (ii) the indictment of the Executive for the commission or perpetration by the Executive of any felony or any crime involving dishonesty, moral turpitude or fraud; (iii) the material breach by the Executive of this Agreement that, if susceptible of cure, remains uncured 10 days following written notice to the Executive of such breach; (iv) the receipt of any formal written notice that any regulatory agency having jurisdiction over the Company or the Bank intends to institute any form of formal regulatory action against the Executive, the Company or the Bank (provided that the Board determines in good faith, with the Executive abstaining from participating in the consideration of and vote on the matter, that the subject matter of such action involves acts or omissions by the Executive and further provided that, the parties acknowledge that any regulatory action currently issued to the Company or the Bank shall not constitute the basis for a determination of cause by the Board); (v) the exhibition by the Executive of a standard of behavior within the scope of her employment that is materially disruptive to the orderly conduct of the Employer's business operations (including, without limitation, substance abuse or sexual misconduct) to a level which, in the Board's good faith and reasonable judgment, with the Executive abstaining from participating in the consideration of and vote on the matter, is materially detrimental to the Employer's best interest, that, if susceptible of cure remains uncured 10 days following written notice to the Executive of such specific inappropriate behavior; or (vi) the failure of the Executive to devote her full business time and attention to her employment as provided under this Agreement that, if susceptible of cure, remains uncured 30 days following written notice to the Executive of such failure. In order for the Board of Directors to make a determination that termination shall be for Cause, the Board must provide the Executive with notice of the grounds providing the purported basis for termination and provide the Executive an opportunity to meet with the Board in person to address the proposed grounds. 10 Exhibit 10.1 (c) "Code" shall mean the Internal Revenue Code of 1986. (d) "Disability" or "Disabled" shall mean as defined by Treasury Regulation § 1.409A-3(i)(4); provided however that, for purposes of this definition, the accident and health plan covering the Executive shall only be the long term disability plan and not any other the accident and health plan. (e) "Notice of Termination" shall mean a written notice of termination from the Employer or the Executive which specifies an effective date of termination (not less than 30 days from the date of the notice), indicates the specific termination provision in this Agreement relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. (f) "Standard payroll procedures" shall mean payment no less frequently than monthly. (g) "Terminate," "terminated," "termination," or "termination of the Executive's employment" shall mean separation from service as defined by Treasury Regulation § 1.409A-1(h). View More

Certain Definitions. For purposes of this Note, the following terms shall have the following meanings: (a) "Bankruptcy Event" means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant... Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing, or (h) the Company or any Significant Subsidiary is or will be unable to pay its debts generally as they become due. (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. 4 (c) "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof. View More

Certain Definitions. For purposes of this Warrant, the following terms shall have the following meanings: (a) "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in the State of Utah are authorized or required by law to remain closed. (b) "Common Stock" means (i) the Company's common stock, par value $0.001 per share, and (ii) any capital stock into which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.... (c) "Expiration Date" means March 16, 2019, or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a "Holiday"), the next date that is not a Holiday; provided that the Warrants will expire earlier upon (i) the sale of all or substantially all of the assets of the Company or (ii) the merger or consolidation of the Company after which the Company's stockholders own less than a majority of the voting stock of the surviving entity. (d) "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. (e) "Principal Market" means the principal securities exchange or trading market on which the Common Stock is listed and trades. View More

Certain Definitions. (a) The term "Change in Control" has the meaning specified in the Plan. 4 (b) The term "Company" means Texas Instruments Incorporated and the term "TI" means and includes Texas Instruments Incorporated (together with any successor) and its subsidiaries. (c) The term "Competition" means: (i) engaging in any business activity similar to that in which you engaged during your last three years of employment with TI for any person or entity selling, marketing, designing or manufacturing products the... same as, similar to, or that compete with products that TI sells or markets; (ii) engaging in the selling or marketing of any products that are the same as, similar to, or that compete with any products that you sold or marketed, or attempted to sell or market, during the last three years of your employment with TI; (iii) engaging in the manufacture or design of any products that are the same as, similar to or that compete with any products that you sold or marketed, or attempted to sell or market, or participated in the design or manufacture of, during the last three years of your employment with TI; or (iv) engaging in the selling or marketing of any products that are the same as, similar to, or that compete with any products that you participated in the design or manufacture of during the last three years of your employment with TI. (d) The term "Involuntary Termination" has the meaning specified in the Plan. (e) The term "Non-solicitation Period" means the period from the effective date of this Agreement until the second anniversary of the date on which your employment with TI has terminated. (f) The term "Option Date" means the effective date of grant of this option. (g) The term "Option Price" means the exercise price you paid for shares of the Company's company stock pursuant to the terms of this option. (h) The term "Retirement Eligible" means (1) at least 55 years of age with at least 10 years of service (measured from your service date as shown on TI's global human resources database) as a TI employee or (2) at least 65 years of age. (i) The term "Agreement" means this option agreement. View More