Definitions Contract Clauses (26,161)

Definitions. (a) "Board" means the Board of Directors of the Company. (b) "Bonus" means the annual cash incentive paid to a Participant under this STIP for a fiscal year of the Company. (c) "Cause" means the Participant's unsatisfactory performance or conduct detrimental to the Company and its subsidiaries, as solely determined by the Company. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Committee" means the Compensation Committee of the Board, or if the Committee is not comprised of ..."outside directors" as defined in Section 162(m) of the Code, then by a subset of the Committee comprised of at least two "outside directors" (the "Committee"). (f) "Company" means AAR CORP. (g) "Disability" means the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. (h) "Earnings Per Share" means diluted earnings per share (including earnings from both continued and discontinued operations) as disclosed by the Company in its periodic reports filed with the Securities and Exchange Commission, excluding special charges or unusual or infrequent items incurred during the performance period, and as adjusted for changes in generally accepted accounting principles. (i) "Participant" means any active executive of the Company or subsidiary who has been selected by the Committee as eligible to earn a Bonus under the STIP. (j) "Retirement" means the Participant's voluntary termination of his employment, or his termination of employment by the Company or a subsidiary without Cause, when he has (i) attained age 65 or (ii) attained age 55 and his age plus the number of his consecutive years of service with the Company and subsidiaries is at least 75. (k) "Salary" means a Participant's base annual salary earned during a fiscal year of the Company while a Participant. (l) "STIP" means this AAR CORP. 2016 Short-Term Incentive Plan. (m) "Working Capital Turns" means net sales divided by average working capital, where working capital is defined as net accounts receivable plus net inventories minus accounts payable, excluding special charges or unusual or infrequent items incurred during the performance period, and as adjusted for changes in generally accepted accounting principles. View More

Definitions. The definition of "Servicing Agreement" in Section 1.01 of the Existing Agreement is hereby deleted in its entirety and replaced with the following: "Servicing Agreement" means, with respect to each Mortgage Loan, any servicing agreement, including, with respect to any Mortgage Loan serviced for an Agency, Seller's "contract" with such Agency (as defined in the applicable Acknowledgment Agreement) and, without duplication, the applicable Agency Guide, as amended from time to time, and any waiver...s, consent letters, acknowledgments and other agreements under which such Mortgage Loan is serviced and administered. SECTION 2. Seller's Duties With Respect to Servicing. Section 7.01 of the Existing Agreement is hereby amended by deleting clause (a) in its entirety and replacing it with the following: (a) Effective on the Transaction Settlement Date for each Primary Portfolio, the Seller agrees for the benefit of the Purchaser to service the related Primary Portfolio Mortgage Loans and any Secondary Portfolio Mortgage Loans at all times in strict accordance in all material respects with the applicable Servicing Agreement. In connection with the Primary Portfolio Mortgage Loans and Secondary Portfolio -1- Mortgage Loans related to each Transaction, the Seller shall not, without the express written consent of Purchaser (which consent may be withheld in its absolute discretion), (a) terminate or amend any Servicing Rights, or (b) enter into any termination, modification, waiver or amendment of any applicable Servicing Agreement or its rights and duties thereunder. SECTION 3. Effective Date; Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date") subject to the satisfaction of the following conditions precedent: 3.1 Delivered Documents. On the Amendment Effective Date, CSFB shall have received the following documents, each of which shall be satisfactory to CSFB in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of CSFB, the Seller and the Purchaser; and (b) such other documents as CSFB or counsel to CSFB may reasonably request. SECTION 4. Representations and Warranties. Each of the Seller and the Purchaser hereby represents and warrants to CSFB that it is in compliance with all the terms and provisions set forth in the Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and (x) with respect to the Seller hereby confirms and reaffirms the representations and warranties contained in Section 6 of the Agreement and (y) with respect to the Purchaser hereby confirms and reaffirms the representations and warranties contained in Section 5 of the Agreement. SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. SECTION 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 7. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. This Agreement may be executed by signature(s) transmitted by facsimile. SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN). View More

Definitions. In addition to the other terms defined herein, the following terms shall have the following meanings ascribed to them: 3.1 "Bankruptcy Law" means Title 11, United States Code or any similar Federal or state law for the relief of debtors. 3.2 "Common Stock" means the common stock, par value $0.01 per share, of the Company. 3.3 "MGHIF" means Merck Global Health Innovation Fund, LLC. 3.4 "MGHIF Security Agreement" means that certain Security Agreement, dated July 14, 2015, between the Company and M...GHIF pursuant to which the Company has granted a first priority security interest in the Collateral (as defined in the MGHIF Security Agreement) of the Company and its subsidiary AdvanDx, Inc.; 3.5 "Qualified Financing" means an offering of equity or debt securities of the Company with net proceeds to the Company of at least $5 million. 3.6 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. View More

Definitions. The following defined terms will have the respective meanings set forth below. 13.1 Advance(s) shall mean any extension of credit by or through the Custodian or by or through any Subcustodian and shall include, without limitation, amounts due to the Custodian as the principal counterparty to any foreign exchange transaction with the Fund as described in Section 7.4.2 hereof, or paid to third parties for account of the Fund or in discharge of any expense, tax or other item payable by the Fund. 13....2 Advance Costs shall mean any Advance, interest on the Advance and any related expenses, including without limitation any mark to market loss of the Custodian or Subcustodian on any Investment to which Section 7.6.1 applies. 13.3 Agency Account(s) shall mean any deposit account opened on the books of a Subcustodian or other banking institution in accordance with Section 7.1 hereof. 13.4 Agent(s) shall have the meaning set forth in Section 6.17 hereof. 13.5 Applicable Law shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents); (b) orders, interpretations, licenses and permits; and (c) judgments, decrees, injunctions, writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction. 13.6 Authorized Person(s) shall mean any person or entity authorized to give Instructions on behalf of the Fund in accordance with Section 4.1 hereof. 13.7 Book-Entry Agent(s) shall mean an entity acting as agent for the issuer of Investments for purposes of recording ownership or similar entitlement to Investments, including without limitation a transfer agent or registrar. 13.8 Clearing Corporation shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market(s). 13.9 Electronic and Online Services Schedule shall mean any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning certain electronic and online services as described therein and as may be made available from time to time by the Custodian to the Fund. 13.10 Electronic Reports shall mean any reports prepared by the Custodian and remitted to the Fund or its authorized representative via the internet or electronic mail. 13.11 EU shall mean the European Union and its member states 13.12 Funds Transfer Services Schedule shall mean any separate schedule entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the processing of payment orders from Principal Accounts of the Fund. 13.13 Global Custody Network Listing shall mean the Countries and Subcustodians approved for Investments in non-U.S. Markets. 18 13.14 Instruction(s) shall have the meaning assigned in Section 4 hereof. 13.15 Investment Advisor shall mean any person or entity who is an Authorized Person to give Instructions with respect to the investment and reinvestment of the Fund's Investments. 13.16 Investment(s) shall mean any investment asset of the Fund, including without limitation securities, bonds, notes, and debentures as well as receivables, derivatives, contractual rights or entitlements and other intangible assets, but shall not include any Principal Account. 13.17 Margin Account shall have the meaning set forth in Section 6.4 hereof. 13.18 OFAC shall mean the US Treasury Department's Office of Foreign Assets Control. 13.19 Principal Account(s) shall mean deposit accounts of the Fund carried on the books of BBH&Co. as principal in accordance with Section 7 hereof. 13.20 Safekeeping Account shall mean an account established on the books of the Custodian or any Subcustodian for purposes of segregating the interests of the Fund (or clients of the Custodian or Subcustodian) from the assets of the Custodian or any Subcustodian. 13.21 Sanctions or Sanctions Regime(s) shall mean any governmental sanctions against countries, persons and entities that are imposed at any time by the US, the EU, the United Nations or any other jurisdiction, which Custodian must comply with. 13.22 Securities Depository shall mean a central or book entry system or agency established under Applicable Law for purposes of recording the ownership and/or entitlement to investment securities for a given market. 13.23 Subcustodian(s) shall mean each foreign bank appointed by the Custodian pursuant to Section 8 hereof, but shall not include Securities Depositories. 13.24 Tri-Party Agreement shall have the meaning set forth in Section 6.4 hereof. View More

Definitions. The following terms, unless the context otherwise requires, have the following meanings: (a) "Act" has the meaning set forth in the legend to this Note. (b) "Conversion Price" shall equal the closing price per share on the last trading day immediately prior to the date of conversion. (c) "Conversion Shares" has the meaning set forth in Section 8(a) of this Note. (d) "Event of Default" has the meaning set forth in Section 14 of this Note. (e) "Exclusive Channel Collaboration Agreement" means the ...Exclusive Channel Collaboration Agreement dated September 30, 2013 by and between the Maker and the Holder. (f) "Holder" has the meaning set forth in the preamble to this Note. (g) "Indebtedness" means, as to any Person, (i) all obligations of such Person for borrowed money (including, without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers' acceptances, whether or not matured), (ii) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable and accrued commercial or trade liabilities arising in the ordinary course of business, (iv) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (vi) all obligations of such Person under leases which have been or should be, in accordance with GAAP, recorded as capital leases and (vii) all indebtedness secured by any Lien (other than Liens in favor of lessors under leases other than leases included in clause (vi) above) on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or its non-recourse to the credit of that Person. (h) "Maker" has the meaning set forth in the preamble to this Note. (i) "Maturity Date" shall mean December 31, 2013, or such later date as may be agreed by the Holder with the Holder's prior written consent. (j) "Note" means the Promissory Note in accordance with all the terms and provisions set forth herein. (k) "Stock Purchase and Issuance Agreement" means the Stock Purchase and Issuance Agreement, dated September 30, 2013, by and between the Maker and the Holder, as amended. View More

Definitions. The Agreement shall mean the Original Agreement as amended by this Amendment. Capitalized terms used but not defined in this Amendment shall have the respective definitions given to such terms in the Original Agreement.

Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. 2. Registration of Warrants. 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 (which shall include the initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly ass...igned hereunder) from time to time. The Company may deem and treat the registered Holder 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

Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to them in the Employment Agreement. Section 2. Amendments to Employment Agreement. Notwithstanding anything to the contrary contained in the Employment Agreement, in the event that the Severance Amount becomes payable pursuant to Section 5(f)(i) of the Employment Agreement, (a) the Severance Amount shall be payable in approximately equal installments in accordance with the Company'...s customary payroll practices over the 24 months following the termination of Officer's employment, and (b) the Separation Bonus shall be payable in approximately equal installments in accordance with the Company's customary payroll practices over the period commencing upon the termination of Officer's employment and continuing through March 14 of the calendar year following such termination of employment, subject, in the case of each of clauses (a) and (b), to any required delay pursuant to Section 12(q) of the Employment Agreement. Section 3. Effectiveness of Amendment. This Amendment shall be effective as of the Effective Date. As of and after the Effective Date, all references to the Employment Agreement, including the terms "this Agreement," "hereof," "herein" and the like contained in the Employment Agreement, shall mean and be deemed to be references to the Employment Agreement as amended by the terms of the this Amendment and Amendment No. 1 to the Employment Agreement. From and after the Effective Date, the Employment Agreement shall remain in full force and effect in accordance with its terms, as such terms are amended by the terms of this Amendment and Amendment No. 1 to the Employment Agreement. Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to provisions governing conflicts of laws. Section 5. Successor and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, in accordance with the Employment Agreement. Section 6. Headings. The headings in this Amendment are included for convenience of reference only and do not define, limit, explain or modify this Amendment or its interpretation, construction or meaning and are in no way to be construed as a part of this Amendment. Section 7. Counterparts. This Amendment may be executed in any number of counterparts (including counterparts executed by less than all parties hereto), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. A signed copy of this Amendment delivered by PDF, facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment. Section 8. Entire Agreement. The Employment Agreement, as amended by this Amendment, sets forth the entire agreement and understanding of the parties hereto with respect to the subject matter thereof and hereof and supersedes in their entirety all prior and contemporaneous written and oral agreements, arrangements, understandings, negotiations, communications, covenants, representations and warranties among the parties hereto relating to such subject matter. (Remainder of page intentionally left blank. View More

Definitions. For purposes of this Option Agreement, the following terms have the meanings set forth in the Plan, as generally defined below. Capitalized terms not otherwise defined in this Option Agreement have the meanings indicated in the Plan. (a) "Cause" means any act(s) or omission(s) that result in, or that have the effect of resulting in, (i) the commission of a crime by the Participant involving moral turpitude, which crime has a material adverse impact on the Company or any Subsidiary or which is in...tended to result in the personal enrichment of the Participant at the expense of the Company or any Subsidiary; (ii) a material violation of the Participant's responsibilities; (iii) the Participant's gross negligence or willful misconduct; or (iv) the continuous, willful failure of the Participant to follow the reasonable directives of the Company's Board of Directors. (b) "Committee" means the Compensation Committee of the Company's Board of Directors or such other committee that is designated by the Board of Directors to administer the Plan. In the event that no such Committee exists or is appointed, "Committee" refers to the Company's Board of Directors. (c) "Common Stock" means the Class A Common Stock, par value $.01 per share, of the Company. (d) "Disability" means the permanent and total disability of the Participant, determined in accordance with the Plan. (e) "Involuntary Termination Without Cause" means the dismissal of, or the request for the resignation of, the Participant either (i) by court order, order of any court-appointed liquidator or trustee of the Company, or the order or request of any creditors' committee of the Company constituted under the federal bankruptcy laws, provided that such order or request contains no specific reference to actions or omissions that would constitute Cause; or (ii) by a duly authorized corporate officer of the Company or any Subsidiary, or by the Company's Board of Directors, for any reason other than for Cause. (f) "Option" means the option to purchase shares of Common Stock granted to the Participant pursuant to this Option Agreement. (g) "Option Agreement" means this Incentive Stock Option Agreement between the Company and the Participant. (h) "Option Period" means the period beginning on the date of this Option Agreement and ending at the close of business years from the date of this Option Agreement. (i) "Participant" means the person to whom the Option is granted and, as applicable, the estate, personal representative, or beneficiary to whom the Option may be transferred pursuant to this Option Agreement by will or the laws of descent and distribution. (j) "Plan" means the Sonic Automotive, Inc. 2012 Stock Incentive Plan, as amended from time to time. (k) "Subsidiary" means a corporation, partnership, limited liability company, joint venture or other entity in which the Company directly or indirectly controls more than 50% of the voting power or equity or profits interests. (l) "Termination of Service" means the termination of the Participant's service with the Company and its Subsidiaries. A Participant generally shall be considered to have incurred a Termination of Service if his or her employer ceases to be a Subsidiary. All determinations relating to whether the Participant has incurred a Termination of Service and the effect thereof shall be made by the Committee, including whether a leave of absence shall constitute a Termination of Service, subject to applicable law. View More

Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Reorg Merger Agreement unless otherwise indicated.