Grouped Into 50 Collections of Similar Clauses From Business Contracts
This page contains Certain Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Certain Definitions. In addition to definitions set forth elsewhere herein, for purposes of this Letter Agreement, the following terms shall be defined as set forth below: "Cause" means (i) your conviction of any crime deemed by the Company to make your continued employment untenable; (ii) your willful and intentional misconduct or negligence that has caused or could reasonably be expected to result in material injury to the business or reputation of the Company; (iii) your conviction of, or entering a plea of guilt...y or nolo contendere to, a crime constituting a felony; (iv) your breach of any written covenant or agreement with the Company or (v) your failure to comply with or breach of the Company's "code of conduct" in effect from time to time. "Code" means the Internal Revenue Code of 1986, as amended. "Good Reason" means a termination of your employment by you following the occurrence of one or more of the following events: (i) a material reduction in your annual base salary or target annual bonus opportunity (unless a similar reduction is applied broadly to similarly situated employees), (ii) a material reduction in the scope of your duties and responsibilities, or (iii) the relocation of your principal place of employment to a location that is more than 50 miles from such prior location of employment. In order for a termination by you to constitute a termination for Good Reason, (i) you must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of such notice and (iii) you terminate employment within 6 months of such occurrence. "Qualifying Termination" means (i) the involuntary termination of your employment by the Company (other than for Cause) or (ii) the voluntary termination of your employment with the Company for Good Reason. For all purposes under this Letter Agreement, you shall not have a "termination of employment" (and corollary terms) from the Company unless and until you have a "separation from service" from the Company (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied in accordance with such rules as shall be established by the Company from time to time).View More
Certain Definitions. In addition to definitions set forth elsewhere herein, for purposes of this Letter Agreement, the following terms shall be defined as set forth below: "Cause" means (i) your conviction of any crime deemed by the Company Board to make your continued employment untenable; (ii) your willful and intentional misconduct or negligence that has caused or could reasonably be expected to result in material injury to the business or reputation of the Company; (iii) your conviction of, or entering a plea of... guilty or nolo contendere to, a crime constituting a felony; (iv) your breach of any material provision of any written covenant or agreement with between you and the Company Company; or (v) your failure to comply with or breach of the Company's "code of conduct" in effect from time to time. time; provided, however, that no act or omission shall constitute "Cause" for purposes of this Letter Agreement unless the Board or the Chairman of the Board provides to you (a) written notice clearly and fully describing the particular acts or omissions which the Board or the Chairman of the Board reasonably believes in good faith constitutes "Cause" and (b) an opportunity, within thirty (30) days following your receipt of such notice, to meet in person with the Board or the Chairman of the Board to explain or defend the alleged acts or omissions relied upon by the Board and, to the extent practicable, to cure such acts or omissions. Further, no act or omission shall be considered as "willful" or "intentional" if the Executive reasonably believed such acts or omissions were in the best interests of the Company. "Code" means the Internal Revenue Code of 1986, as amended. "Good Reason" means a termination of your employment by you following the occurrence of one or more of the following events: (i) a material reduction in your annual 1 base salary or target annual bonus opportunity (unless a similar reduction is applied broadly to similarly situated employees), (ii) a material reduction in the scope of your duties and responsibilities, or (iii) the relocation of your principal place of employment to a location that is more than 50 miles from such prior location of employment. employment; or (iv) Company's material breach of any material provision of any written covenant or agreement between you and the Company. In order for a termination by you to constitute a termination for Good Reason, (i) you must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the 90th day after it has arisen or occurred, (ii) the Company must not have cured such circumstances within 30 days of receipt of such notice and (iii) you terminate employment within 6 months of such occurrence. "Qualifying Termination" means (i) the involuntary termination of your employment by the Company (other than for Cause) or (ii) the voluntary termination of your employment with the Company for Good Reason. For all purposes under this Letter Agreement, you shall not have a "termination of employment" (and corollary terms) from the Company unless and until you have a "separation from service" from the Company (as determined under Treas. Treasury Reg. Section 1.409A-1(h), 1 409A-l (h), as uniformly applied in accordance with such rules as shall be established by the Company from time to time). 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 e...xercise 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. As used in this Warrant the following terms shall have the following respective meanings: 1.1 "Registered Holder" "1933 Act" shall mean any Holder in whose name this Warrant is registered upon the books and records maintained by Securities Act of 1933, as amended. "1934 Act" shall mean the Company. 1.2 "Warrant" Securities Exchange Act of 1934, as used herein, shall include this Warrant and any warrant delivered in substitution or exchange therefore as provided herein. 1.3 amended. "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 "Person" means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its affiliates. "SEC" shall mean the Securities and Exchange Commission. 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 time, 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 address of the Company, subject to the conditions subsequent of the surrender, Company as set forth herein, and as soon as practicable after such date. date, (a) surrendering this Warrant at the principal office address of the Company, and (b) payment in cash (by check) providing payment, by check or by wire transfer 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 Common Stock Certificates; Fractional Shares. As soon as practicable on or after the date of any an exercise of this Warrant but in any event within 5 business days after its receipt of the Exercise Amount, Warrant, the Company shall issue and deliver to the person or persons designated by entitled to receive the Holder same 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 of Common Stock shall be issued upon an exercise of this Warrant. 2.3 Partial Exercise; Exercise: Effective Date of Exercise. In case of any partial exercise of this Warrant, the Holder and 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. This Warrant shall be deemed to have been exercised on the close of business on the date of delivery of the Notice of Exercise as provided above. The Company acknowledges that 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 Holder is deemed 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. have exercised this Warrant. View More
Certain Definitions. All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement or the Investor Note, as applicable.
Certain Definitions. All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement Agreement, Note, or the Investor Note, Registration Rights Agreement, as applicable.
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 wit...h 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. 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 wit...h the terms and provisions of the Merger Agreement, Effective Date and (iii) such the date and time as of any amendment to, or waiver or modification of, the Merger Agreement shall have been amended, without that extends the Shareholder's consent in a manner adverse End Date or reduces the amount or changes the form of the Company Merger Consideration payable to stockholders of the Company pursuant to the Shareholder, including, without limitation, a decrease Merger Agreement if, in the amount case of this clause (iii), Stockholder has abstained from voting on or voted against such matter in Stockholder's capacity as a director of the Merger Consideration. Company. (b) "Shares" shall mean (i) all equity securities and equity interests (including common shares) of the Company (including Company Shares) owned (beneficially or of record) by the Shareholder Stockholder as of the date hereof, hereof and (ii) all additional equity securities and equity interests (including common shares) of the Company (including Company Shares) of which the Shareholder Stockholder 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 mean, with respect to have effected a "Transfer" of a Share if such Person Share, to, directly or indirectly indirectly, (i) sells, pledges, encumbers, exchanges, assigns, grants sell, pledge, encumber, exchange, assign, grant an option with respect to, transfers, tenders transfer, tender or otherwise disposes dispose of such Share or any interest in such Share (including by gift, merger or operation of law), or (ii) enters enter into an agreement, arrangement or commitment any Contract 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). law) or (iii) enter into, renew or maintain any put equivalent position (as defined in Rule 16a-1 under the Exchange Act) for the purpose of hedging economic exposure to such Share, excluding from this clause (iii) any put equivalent position entered into prior to the date of this Agreement. 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 Co...mpany 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. (a) "Affiliate" shall mean any business entity controlled by, controlling or under common control with the Company, including but not limited to Employer. (b) "Business" shall mean the Bank. (b) operation of a depository financial institution, including, without limitation, the solicitation and acceptance of deposits of money and commercial paper, the solicitation and funding of loans and the provision of other banking services, and any other related business engaged in by the Employer or any of... its Affiliates as of the date of termination. (c) "Cause" shall consist of any of (i) (A) 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 causes or is reasonably likely to cause material harm to the Company or any Affiliate Employer (including harm to its business reputation); (ii) reputation), (B) 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) fraud, (C) 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) breach, (D) the receipt of any formal form of notice, written notice or otherwise, that any regulatory agency having jurisdiction over the Company or the Bank Employer intends to institute any form of formal or informal (e.g., a memorandum of understanding which relates to the Executive's performance) regulatory action against the Executive, the Company Executive or the Bank Employer (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 or under the supervision of the Executive and further provided that, or that termination of the parties acknowledge that any regulatory Executive would materially advance the Employer's compliance with the purpose of the action currently issued or would materially assist the Employer in avoiding or reducing the restrictions or adverse effects to the Company or Employer related to the Bank shall not constitute the basis for a determination of cause by the Board); (v) regulatory action); (E) the exhibition by the Executive of a standard of behavior within the scope of her his employment that is materially disruptive to the orderly conduct of the Employer's business operations (including, without limitation, substance abuse abuse, sexual misconduct or sexual misconduct) disrespect toward any Bank employee) 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) (F) the failure of the Executive to devote her his full business time and attention to her his employment as provided under this Agreement that, if susceptible of cure, remains uncured 30 days following written notice to the Executive of such failure. failure; or (G) the failure of the Executive to comply with or adhere to the directives of the Board. 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" person. 9 (d) "Competing Business" shall mean any business that, in whole or in part, is the Internal Revenue Code of 1986. (d) same or substantially the same as the Business. (e) "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) 1.409A-3(i)(4). (f) "Notice of Termination" shall mean a written notice of termination from one party to the Employer or the Executive other which specifies an effective date of termination (not less than 30 days from the date of the notice), termination, indicates the specific termination provision in this Agreement relied upon and upon, and, in the case of a termination for Cause, 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" (g) "Territory" shall mean payment no less frequently than monthly. (g) a radius of 15 miles from (i) the main office of the Employer or (ii) any branch office of the Employer. (h) "Terminate," "terminated," "termination," or "termination "Termination of the Executive's employment" Employment" shall mean separation from service as defined by Treasury Regulation § 1.409A-1(h). View More
Certain Definitions. a. "Effective Date" means the first date during the Term (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 (i) the Executive's employment with the Company is terminated by the Company without Cause or (ii) the Executive ceases to be an officer of the Company in either case prior to the date on which the Change of Control occurs, and if it is reasonably demonstr...ated by the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculated to effect such Change of Control or (ii) otherwise arose in connection with or anticipation of such Change of Control, then, in each such case, for all purposes of this Agreement "Effective Date" shall mean the date immediately prior to the date of such termination of employment or cessation of status as an officer. b. The "Term" means the period commencing on the date hereof and ending on the earlier to occur of (i) May 6, 2017, (ii) retirement or (iii) termination of employment absent a Change of Control; provided, however, that the Term shall end on an earlier date if the Company gives the Executive at least one year's advance written notice thereof.View More
Certain Definitions. a. "Effective Date" means the first date during the Term (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 (i) the Executive's employment with the Company is terminated by the Company without Cause or (ii) the Executive ceases to be an officer of the Company in either case resigns for Good Reason within three months prior to the date on which the a Change of Co...ntrol occurs, and if it is reasonably demonstrated by occurring during the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculated to effect such Change of Control or (ii) otherwise arose in connection with or anticipation of such Change of Control, Term, then, in each such case, for all purposes of this Agreement "Effective Date" shall mean the date immediately prior to the date of such termination of employment or cessation of status as an officer. b. employment. The "Term" means the period commencing on the date hereof and ending on the earlier to occur of (i) May 6, 2017, 15, 2023, or (ii) retirement or (iii) Executive's termination of employment absent a Change of Control; for any reason prior to the Effective Date; provided, however, that the Term shall end on an earlier date if the Company gives the Executive at least one year's advance written notice thereof. 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 Su...bsidiary 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 Note, the following terms shall have the following meanings: (a) "Bankruptcy Event" means any of the following events: (a) the Company a Borrower 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 such Borro...wer or any Significant Subsidiary thereof, (b) there is commenced against the Company a Borrower or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Company a Borrower 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 a Borrower 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 a Borrower or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company a Borrower 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 a Borrower 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 a Borrower or any Significant Subsidiary thereof 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. 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 The City of Utah New York are authorized or required by law to remain closed. (b) "Common Stock" means (i) the Company's shares of class A common stock, $0.005 par value $0.001 per share, and (ii) any capital stock into which such Common Stock class A common stock shall have been changed or any share ...capital stock resulting from a reclassification of such Common Stock. common stock. (c) "Expiration Date" means March 16, 2019, the date that is the fifth (5th) anniversary of the Initial Exercisability Date 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. Holiday. (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 or 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 s...ame 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
Certain Definitions. (a) The term "Agreement" means this Restricted Stock Unit Award Agreement. 4 (b) The term "Change in Control" has the meaning specified in the Plan. 4 (b) (c) 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) (d) 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 f...or 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) (e) The term "Grant Date" means the effective date of grant of this Award. (f) The term "Involuntary Termination" has the meaning specified in the Plan. (e) (g) 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) (h) The term "Option Date" "the Plan" 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) Texas Instruments 2009 Long-Term Incentive Plan. (i) 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) 5 (j) The term "Agreement" "Employee Stock Grant Communication" means this option agreement. the written communication from the Company to you stating the date(s) of vesting and number of shares under the Award. (k) The term "Fair Market Value" means the closing price of TI common stock on The NASDAQ Stock Market on the day before the Vesting Date. View More
Certain Definitions. In additional to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1: (a) "Expiration Date" shall be the fifth (5th) anniversary of the Initial Exercise Date of this Warrant. (b) "Merger" means (A) the closing of the sale, transfer or other disposition of all or substantially all of the Company's assets, (B) the consummation of the merger or consolidation of the Company with or into another entity (except a merger or consolidation in whi...ch the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity), or (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company's securities), of the Company's securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Company; provided, however, that a transaction shall not constitute a Merger if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately prior to such transaction. (c) "Warrant Share" is a share of the Company's capital stock for which the Holder is entitled to subscribe for and purchase by exercising this Warrant. -1- 2. Registration of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of record of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.View More
Certain Definitions. In additional to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1: (a) "Expiration Date" shall be the fifth (5th) anniversary of the Initial Exercise Date of this Warrant. (b) "Merger" means (A) the closing of the sale, transfer or other disposition of all or substantially all of the Company's assets, (B) the consummation of the merger or consolidation of the Company with or into another entity (except a merger or consolidation in whi...ch the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity), or (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company's securities), of the Company's securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Company; provided, however, that a transaction shall not constitute a Merger if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately prior to such transaction. (c) "Warrant Share" is a share of the Company's capital stock for which the Holder is entitled to subscribe for and purchase by exercising this Warrant. -1- 2. Registration of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of record of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.View More
