Defined Terms Clause Example with 7 Variations from Business Contracts
This page contains Defined Terms clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Defined Terms. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise cont...rols such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) "Expiration Date" means the date that is the earlier of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) days prior to the first day of the time period, established pursuant to the Company's Bylaws, for shareholders to deliver notice to the Company of director nominations to be brought before the Company's 2023 Annual Meeting of Shareholders; provided that the Company shall notify Investor in writing of the occurrence of such date on or prior to such date; (e) "Independent" means that a Person shall be an independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Stock Exchange; (f) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) "SEC" means the U.S. Securities and Exchange Commission; (h) "Third Party" means any Person that is not a party to this Agreement or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement; and (i) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies.View More
Variations of a "Defined Terms" Clause from Business Contracts
Defined Terms. As Capitalized terms used in this Agreement, Agreement and not otherwise defined have the term following meanings: (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its ...board of directors or similar governing body, unless such Person otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) "Company Policies" shall mean the confidentiality, conflicts of interest, related party transactions, codes of conduct, trading and disclosure, director resignation and other guidelines and policies of the Company; (e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended; (f) "Expiration Date" means the date that is the earlier of (i) if the Effective Date occurs, thirty (30) ten (10) days after such time as Hill Path Designee is no longer a member of the Board; (g) "Extraordinary Transaction" means any tender offer, takeover, merger, acquisition, business combination, recapitalization, restructuring, issuance of common stock or any other strategic or change of control transaction involving the Company or the assets or business of the Company, its subsidiaries and joint ventures, taken as a whole, in each case where the aggregate consideration is more than $130 million in whatever form, cash or stock; (h) "Hill Path Designee" means an individual designated by Hill Path to the Board in accordance with this Agreement, and who as of the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) days prior to the first day of the time period, established pursuant to the Company's Bylaws, for shareholders to deliver notice to the Company of director nominations to be brought before the Company's 2023 Annual Meeting of Shareholders; provided that the Company shall notify Investor in writing of the occurrence of such date on or prior to such date; (e) hereof is James Chambers. (i) "Independent" means that a Person shall be an independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Nasdaq Stock Exchange; (f) Market; (j) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) "SEC" means (k) "Synthetic Position" shall mean any option, warrant, convertible security, stock appreciation right, or other security, contract right or derivative position or similar right (including any "swap" transaction with respect to any security, other than a broad based market basket or index) (each of the U.S. Securities foregoing, a "Derivative"), whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of any equity securities of the Company or a value determined in whole or in part with reference to, or derived in whole or in part from, the value of any equity securities of the Company and Exchange Commission; (h) that increases in value as the market price or value of any such securities increases or that provides an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of any such securities, in each case regardless of whether (i) it conveys any voting rights in such securities to any Person, (ii) it is required to be or capable of being settled, in whole or in part, in cash or in equity securities of the Company or otherwise or (iii) any Person (including the holder of such Synthetic Position) may have entered into other transactions that hedge its economic effect. (l) "Third Party" means any Person that is not a party to this Agreement or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement; and (i) (m) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. View More
Defined Terms. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise cont...rols such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) "Exchange Act" means the Securities Exchange Act of 1934, as amended; (e) "Expiration Date" means the date that is the earlier of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) days prior to the first last day of the time period, established pursuant to the Company's Bylaws, for shareholders stockholders to deliver notice to the Company of director nominations to be brought before the 2022 annual meeting of the Company's 2023 Annual Meeting of Shareholders; provided that stockholders and (ii) January 28, 2022; (f) "including" means "including without limitation," unless otherwise specified; (g) "party" mean the Company shall notify or an Investor in writing of the occurrence of such date on or prior to such date; (e) "Independent" and "parties" means that a Person shall be an independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Stock Exchange; (f) Investors, collectively; (h) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) (i) "SEC" means the U.S. Securities and Exchange Commission; (h) (j) "Third Party" means any Person that is not a party to this Agreement or an Affiliate thereof, a member of the Board, a director or officer of the Company, Company or legal counsel to any party to this Agreement; and (i) (k) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. 6 10. Investors' Representations and Warranties. Each of the Investors represents and warrants that (a) this Agreement has been duly authorized, executed and delivered by it and is a valid and binding obligation of such Investor, enforceable against it in accordance with its terms; (b) does not and will not violate any law, any order of any court or other agency of government, its organizational documents or any provision of any agreement or other instrument to which it or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any material lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument; (c) neither it nor any of its Affiliates has, or will during the Restricted Period have, any agreement, arrangement or understanding, written or oral, with the New Director or other member of the Board pursuant to which such individual has been or will be compensated for his or her service on the Board; and (d) as of the date of this Agreement, (i) the Investors, together with their respective Affiliates, collectively beneficially own 2.5% of the Company's outstanding common stock and have economic exposure to approximately 2.5% of the Company's outstanding common stock and (ii) except as previously disclosed in writing to the Company prior to the execution of this Agreement, neither the Investors nor any of their respective Affiliates is a party to any swap or hedging transactions or other derivative agreements of any nature with respect to the Voting Securities. View More
Defined Terms. As Capitalized terms used in this Agreement, Agreement and not otherwise defined have the term following meanings: (a) "2021 Annual Meeting" shall mean the Company's 2021 Annual Meeting of Stockholders, including any postponement or adjournment thereof; (b) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shal...l not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) (c) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) (d) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) (e) "Company Policies" shall mean the confidentiality, conflicts of interest, related party transactions, codes of conduct, trading and disclosure, director resignation and other guidelines and policies of the Company; (f) "Expiration Date" means the date that is the earlier later of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) fifteen (15) days prior to the first last day of the time period, established pursuant to the Company's Bylaws, for shareholders stockholders to deliver notice to the Company of director nominations to be brought before the Company's 2023 2022 Annual Meeting of Shareholders; provided that Stockholders, including any postponement or adjournment thereof, and (ii) ten (10) days after such time as Hill Path Designee is no longer a member of the Board; (g) "Extraordinary Transaction" means any tender offer, takeover, merger, acquisition, business combination, recapitalization, restructuring, issuance of common stock or any other strategic or change of control transaction involving the Company shall notify Investor in writing or the assets or business of the occurrence of such date on Company, its subsidiaries and joint ventures, taken as a whole, in each case where the aggregate consideration is more than $130 million in whatever form, cash or prior to such date; (e) stock; (h) "Independent" means that a Person shall be an independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Nasdaq Stock Exchange; (f) Market; (i) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) "SEC" means the U.S. Securities and Exchange Commission; (h) (j) "Third Party" means any Person that is not a party to this Agreement or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement; and (i) (k) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. View More
Defined Terms. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise cont...rols such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) "Company Policies" shall mean the confidentiality, conflicts of interest, related party transactions, codes of conduct, trading and disclosure, director resignation and other guidelines and policies of the Company, (e) "Expiration Date" means the date that is the earlier of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) days prior to the first day of the time period, established pursuant to the Company's Bylaws, for shareholders to deliver notice to the Company of director nominations to be brought before the Company's 2023 Annual Meeting of Shareholders; provided that the Company shall notify Investor in writing of the occurrence of such date on or prior to such date; (e) January 29, 2019; (f) "Independent" means that a Person (x) (i) shall not be an employee, director, general partner, manager or other agent of an Investor, (ii) shall not be a limited partner, member or other investor in the Investor and (iii) shall not have, and shall not have had, any agreement, arrangement or understanding, written or oral, with any Investor regarding such Person's service on the Board, and (y) shall be an independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Nasdaq Stock Exchange; (f) Market; (g) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) "SEC" means the U.S. Securities and Exchange Commission; (h) "Third Party" means any Person that is not a party to this Agreement or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement; and (i) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. View More
Defined Terms. As used in this Agreement, the term (a) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such Person otherwise cont...rols such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) "Expiration Date" means the date that is the earlier of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) days prior to the first day of the time period, established pursuant to the Company's Bylaws, for shareholders to deliver notice to the Company of director nominations to be brought before the Company's 2023 Annual Meeting of Shareholders; provided that the Company shall notify Investor in writing of the occurrence of such date on or prior to such date; (e) "Independent" means that a Person (x) (i) shall not be an employee, director, general 9 partner, manager or other agent of an Investor or of any Affiliate of an Investor, (ii) shall not be a limited partner, member or other investor in any Investor or any Affiliate of an Investor and (iii) shall not have, and shall not have had, any agreement, arrangement or understanding, written or oral, with any Investor or any Affiliate of an Investor regarding such Person's service on the Board other than a nomination agreement entered into prior to the date hereof that has been provided to the Company prior to the date hereof, and (y) shall be an independent Independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Nasdaq Stock Exchange; Market; (e) "Partial Standstill Fallaway Date" means the date that is thirty (30) days prior to the first date on which stockholders may nominate individuals for election to the Board at the 2022 annual meeting of the Company's stockholders; (f) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) "SEC" means the U.S. Securities and Exchange Commission; (h) "Third Party" means any Person that is not a party to this Agreement or an Affiliate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement; and (i) (h) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. View More
Defined Terms. As used in this Agreement, the term (a) "Affiliate" and "Associate" shall each have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such ...Person otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); provided, further, that with respect to the Investor Group, "Affiliates" shall not include any portfolio company of the members of the Investor Group unless such member of the Investor Group actually controls such entity; (b) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) "Expiration Date" "Common Stock" means the date that is the earlier of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) days prior to the first day common stock, par value $0.001, of the time period, established pursuant to the Company's Bylaws, for shareholders to deliver notice to the Company of director nominations to be brought before the Company's 2023 Annual Meeting of Shareholders; provided that the Company shall notify Investor in writing of the occurrence of such date on or prior to such date; Company; (e) "Independent" means that a Person shall be an independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the SEC and the New York Stock Exchange; (f) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) (f) "SEC" means the U.S. Securities and Exchange Commission; (h) (g) "Third Party" means any Person that is not (I) a party to this Agreement or an Affiliate or Associate thereof, (II) a member of the Board, (III) a director or officer of the Company, or (IV) legal counsel to any party to this Agreement; and (i) (h) "Voting Securities" shall mean the shares of common stock Common Stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. View More
Defined Terms. As used in this Agreement, the term (a) "Affiliate" and "Associate" shall each have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement; provided, that "Affiliates" of a Person shall not include any entity, solely by reason of the fact that one or more of such Person's employees or principals serves as a member of its board of directors or similar governing body, unless such ...Person otherwise controls such entity (as the term "control" is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act); (b) "beneficially own", "beneficially owned" and "beneficial ownership" shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(l) promulgated under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed; (d) "Expiration Date" means the date that is the earlier of (i) if the Effective Date occurs, thirty (30) days after the date on which the Investor Designee ceases to serve on the Board and (ii) thirty (30) days prior to the first day of the time period, established pursuant to the Company's Bylaws, for shareholders to deliver notice to the Company of director nominations to be brought before the Company's 2023 Annual Meeting of Shareholders; provided that the Company shall notify Investor in writing of the occurrence of such date on or prior to such date; (e) "Independent" means that a Person (x) (i) shall not be an employee, director, general partner, manager or other agent of Investor or of any Affiliate of Investor and (ii) shall not be a material limited partner, member or other investor in Investor or any Affiliate of Investor, provided, that for the avoidance of doubt, service as a prior or future nominee of Investor shall not in and of itself cause such Person not to be deemed "Independent" and (y) shall be an independent director of the Company under the Company's independence guidelines, applicable law and the rules and regulations of the 8 EXECUTION VERSION SEC and the New York Stock Exchange; (f) (e) "Person" shall be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure; (g) (f) "SEC" means the U.S. Securities and Exchange Commission; (h) (g) "Third Party" means any Person that is not a party to this Agreement or an Affiliate or Associate thereof, a member of the Board, a director or officer of the Company, or legal counsel to any party to this Agreement; and (i) (h) "Voting Securities" shall mean the shares of common stock of the Company and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies. View More
