Definitions Contract Clauses (26,161)

Definitions. For purposes of this Agreement, the following definitions shall apply: 5.1 "Change of Control" means a sale of all or substantially all of the Company's assets, or any merger or consolidation of the Company with or into another corporation other than a merger or consolidation in which the holders of more than 50% of the shares of capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by the voting securities remaining outstanding or by their being... converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction. 5.2 "Cause" means any grounds entitling the Company's Board to summarily dismiss the Executive. 4 5.3 "Resignation for Good Reason" means, subject to the right of either party to arbitrate a dispute with respect thereto in accordance with Section 12 below, Executive's resignation as a result of, and within 30 days following: (i) a change in Executive's position such that he is not a corporate officer of the Company (or a successor company, in the event of a Change of Control); (ii) a significant and substantial reduction in Executive's job, duties, or responsibilities in a manner that is substantially and materially inconsistent with the position, duties, or responsibilities held by Executive immediately before such reduction; (iii) any reduction in Executive's base salary other than in connection with and consistent with a general reduction of all officer base salaries; or (iv) a relocation of the Executive's work location to a location more than 50 kilometers away from their current location provided such change increases Executive's commute by 25 kilometers or 30 minutes. View More

Definitions. Each capitalized term used in this Amendment shall have the same meaning as is ascribed to such capitalized term in the Lease, unless otherwise provided for herein.

Definitions. Capitalized terms not defined herein shall have the same meaning given them in the Lease.

Definitions. All of the terms and provisions of the Plan are incorporated into this Agreement by reference to the same effect as if the Plan were set forth herein in its entirety. All terms used in this Agreement and defined in the Plan shall, unless otherwise defined herein, have the same meanings as in the Plan. The term "Common Stock" refers to the Company's Common Stock, par value $.01 per share, and includes any class or series of securities into which such capital stock may be changed, as contemplated ...by Section 17 of the Plan. The terms "affiliate", "directors", "person", and "security", or any variations of such terms, shall have the broadest meanings assigned to them by the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934 (the "Exchange Act"). The terms "you" and "your" shall include, when the context requires, any persons entitled to exercise this Option by virtue of Section 6 of this Agreement. View More

Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below. "Employment Agreement" shall mean a written employment, change in control or change of control, or other similar agreement between the Optionee and the Company and/or a Subsidiary. "Voluntary Termination" shall occur when the Optionee voluntarily ceases Service for any reason or no reason (e.g., the Optionee elects to cease being an employee or director or providing consulting services or the... Optionee resigns or quits). For the avoidance of doubt, a Voluntary Termination shall not occur as a result of termination of Service as a result of death, Disability (as provided hereunder), or termination for "good reason" or similar words (to the extent permitted pursuant to an Employment Agreement) or as the result of the Optionee's retirement in accordance with the Company's retirement policies. EXECUTED as of the date first written above. COMPANY: ORTHOFIX INTERNATIONAL N.V. By: Name: Title: OPTIONEE: By: Name: Title: EX-10.11 2 d446479dex1011.htm EX-10.11 EX-10.11 Exhibit 10.11 Nonqualified Stock Option Agreement under the Orthofix International N.V. 2012 Long-Term Incentive Plan This Option Agreement (the "Agreement") is made this day of 20 (the "Grant Date") between Orthofix International N.V., a Curacao company (the "Company"), and the person signing this Agreement adjacent to the caption "Optionee" on the signature page hereof (the "Optionee"). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Orthofix International N.V. 2012 Long-Term Incentive Plan (the "Plan"). WHEREAS, pursuant to the Plan, the Company desires to afford the Optionee the opportunity to purchase shares of Stock ("Common Shares") on the terms and conditions set forth herein; NOW, THEREFORE, in connection with the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows: 1. Grant of Option. Subject to the provisions of this Agreement and the Plan, the Company hereby grants to the Optionee the right and option (the "Option") to purchase Common Shares at an exercise price of $ . per share (the "Exercise Price"). View More

Definitions. All capitalized terms not defined in this Agreement that are defined in the Employment Agreement will have the meanings ascribed to them in the Employment Agreement. The following terms, when used in this Agreement, have the following meanings: "Base Price" means $36.78, the Fair Market Value of a share of Common Stock on the Grant Date. "Business Day" means any day other than Saturday, Sunday or a day on which banking institutions in Denver, Colorado, are required or authorized to be closed. "C...ause" has the meaning specified in the Employment Agreement. "Change in Control" has the meaning specified in the Employment Agreement. "Close of Business" means, on any day, 5:00 p.m., Denver, Colorado time. "Committee" means the Compensation Committee of the Board of Directors of the Company. "Common Stock" means the Company's Series C SiriusXM Common Stock. "Company" has the meaning specified in the preamble to this Agreement. "Disability" has the meaning specified in the Employment Agreement. 1 "Employment Agreement" has the meaning specified in the recitals to this Agreement. "Good Reason" has the meaning specified in the Employment Agreement. "Grant Date" means May 11, 2017. "Grantee" has the meaning specified in the preamble to this Agreement. "Option" has the meaning specified in Section 2 of this Agreement. "Option Shares" has the meaning specified in Section 4(a) of this Agreement. "Plan" has the meaning specified in the recitals to this Agreement. "Required Withholding Amount" has the meaning specified in Section 5 of this Agreement. "Separation" means the date as of which the Grantee is no longer employed by the Company or any of its Subsidiaries. "Subsidiary" has the meaning set forth in the Plan. "Term" has the meaning specified in Section 2 of this Agreement. View More

Definitions. The following defined terms, wherever used in this Agreement, shall have the meanings described below: 1.1 "Area of Interest" means the geographic area within one (1) mile of the exterior boundaries of the Property existing on the Effective Date. 1.2 "Deed" means the conveyance to be executed and delivered by Owner to NCG on NCG's exercise and closing of the Option. 1.3 "Effective Date" means June 7, 2017. 1.4 "Governmental Regulations" means all directives, laws, orders, ordinances, regulations... and statutes of any federal, state or local agency, court or office. 1.5 "Gross Returns" means the returns and revenues from the production of Minerals from the Property as calculated and determined in accordance with Exhibit B attached to this Agreement. 1.6 "Lease Year" means each one (1) year period following the Effective Date and each anniversary of the Effective Date. 1.7 "Minerals" means all minerals and mineral materials, including, without limitation, gold, silver, platinum and platinum group metals, base metals (including, for example, antimony, chromium, cobalt, copper, lead, manganese, mercury, nickel, molybdenum, titanium, tungsten, zinc), and other metals and mineral materials which are on, in or under the Property. 1.8 "Minimum Payments" means the minimum payments payable by NCG in accordance with Section 4.1. 1 1.9 "NCG" means Nevada Canyon Gold Corp., a Nevada corporation, and its successors and assigns. 1.10 "Option" means the option and right granted by Owner to NCG to purchase the Property in accordance with Section 5. 1.11 "Owner" means Goodsprings Development LLC, a Nevada limited liability company, and its successors and assigns. 1.12 "Property" means the unpatented mining claims situated in Mineral County, Nevada, more particularly described in Exhibit A and unpatented mining claims located in the Area of Interest which become subject to this Agreement 1.13 "Royalty" means the production royalty payable by NCG to Owner in accordance with Section 4.2. View More

Definitions. As used in this Agreement, the following terms have the meanings set forth below: (a) Code: The Internal Revenue Code of 1986, as amended, and with respect to any section thereof any successor provisions under such Code or any successor Code. (b) Combined Foreign, State and Local Taxes: For a taxable period, and with respect to a specified group of entities, the amount of all Foreign, State and Local Taxes, for which liability is computed on the basis of a combined, unitary or consolidated retur...n (whether at the initiative of the tax authority or of the taxpayer). (c) Contran Corporation: A Delaware corporation that is the common parent of a group of corporations, which group of corporations includes the VHI Group, electing to file a consolidated federal income tax return. (d) Federal Taxes: All federal income taxes, together with all interest and penalties with respect thereto. (e) Foreign, State and Local Taxes: All foreign, state and local taxes, including franchise and similar taxes, together with all interest and penalties with respect thereto. (f) Contran Group: Contran and each of its direct and indirect subsidiaries which would be a member of an affiliated group, within the meaning of section 1504(a) of the Code, and eligible to file a combined, unitary or consolidated return of which Contran is the common parent (the "Contran Tax Group"), as such Contran Group is constituted from time to time. For purposes of this Agreement (to the extent related to the determination of Combined Foreign, State and Local Taxes for the Contran Group), the term "Contran Group" shall include all direct and indirect subsidiaries of Contran with reference to which Combined Foreign, State and Local Taxes are determined. (g) VHI Group: VHI and each of its direct or indirect subsidiaries which would be a member of an affiliated group, within the meaning of section 1504(a) of the Code, and eligible to file a combined, unitary or consolidated return of which Contran was the common parent, as such VHI Group is constituted from time to time. For purposes of this Agreement (to the extent related to the determination of Combined Foreign, State and Local Taxes for the VHI Group) , the term "VHI Group" shall include all direct and indirect subsidiaries of VHI with reference to which Combined, Foreign, State and Local taxes are determined. (h) VHI Group Tax Liability: For a taxable period, the liability for Federal Taxes and Combined Foreign, State and Local taxes, as applicable, that the VHI Group would have had if it were not a member of the Contran Group or Contran Tax Group during such taxable period (or during any taxable period prior thereto, and instead filed a separate consolidated or combined return, as applicable, for such taxable period); provided, however, that for purposes of determining such liability for a taxable period all tax elections shall be consistent with the tax elections made by Contran for such period. In making such tax elections it is understood Contran will make those tax elections which are beneficial to the Contran Tax Group on a consolidated basis. Nevertheless, Contran will use its best efforts in the case of those elections which affect the computation of the VHI Group Tax Liability, to make elections in a reasonable manner so as to minimize the VHI Group Tax Liability. For purposes of this Agreement, in determining the Combined Foreign, State and Local Taxes for the VHI Group, such determination shall be made based on a separate Foreign, State and Local Tax Calculation as if the VHI Group were a separate unitary filer with respect to states and other jurisdictions in which Contran is required to file on a unitary or combined basis. (i) Foreign, State and Local Tax Calculation: For each reporting period, the Tax Calculation will be based on the estimated taxable income of the VHI Group for the taxable period that includes such reporting period, applied to current year tax rates and using the VHI Group's applicable apportionment factors and state, local or other applicable adjustments, in each case based on the applicable combined or unitary return most recently-filed as of each reporting period by the Contran Tax Group for each applicable tax jurisdiction (as modified for extraordinary, one-time event adjustments or tax law changes, if any, impacting the unitary calculation for the VHI Group). View More

Definitions. For all purposes of the Original Indenture and this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) References. The terms "herein," "hereof" and other words of similar import refer to the Original Indenture and this Supplemental Indenture as a whole and not to any particular article, section or other subdivision; and (b) Capitalized Terms. All capitalized terms used in this Supplemental Indenture but not defined herein shall have the m...eanings assigned to such terms in the Original Indenture. View More

Definitions. Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Merger Agreement.