Grouped Into 476 Collections of Similar Clauses From Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definitions. To the extent not defined herein, capitalized terms shall have the same meaning as in the Program. (a) Agreement: This Non-Employee Director Non-Qualified Stock Option Agreement. (b) Data: Certain personal information about the Director held by the Company and the Subsidiary for which the Director provides services (if applicable), including (but not limited to) the Director's name, home address and telephone number, date of birth, social security number or other identification number, salary, n...ationality, job title, any Shares held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Director's favor, for the purpose of managing and administering the Program. (c) Director's Representative: The Director's legal guardian or other legal representative. (d) Option: The Non-Qualified Stock Option granted pursuant to this Agreement. (e) Program: The Abbott Laboratories 2009 Incentive Stock Program. (f) Termination: A termination from service with the Board of Directors of the Company and all Subsidiaries.View More
Definitions. To the extent not defined herein, capitalized terms shall have the same meaning as in the Program. (a) Agreement: This Non-Employee Director Non-Qualified Restricted Stock Option Unit Agreement. (b) Data: Certain personal information about the Director held by the Company and the Subsidiary for which the Director provides services (if applicable), including (but not limited to) the Director's name, home address and telephone number, date of birth, social security number or other identification n...umber, salary, nationality, job title, any Shares held in the Company, details of all Options Awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Director's favor, for the purpose of managing and administering the Program. (c) Director's Representative: The Director's legal guardian or other legal representative. (d) Option: The Non-Qualified Stock Option granted pursuant to this Agreement. (e) Program: The Abbott Laboratories 2009 Incentive Stock Program. (f) (e) Termination: A termination from service for any reason (including death or retirement) with the Board of Directors of the Company and all Subsidiaries. View More
Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close. "Default" means any of the events specified in Section 5 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 5 would, unless cured or waived, become an Event of Default. "Law" as to any Pers...on, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any governmental authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject. "Maturity Date" means the earlier of (a) July 1, 2014 and (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 6. "Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, governmental authority or other entity.View More
Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close. "Default" means any of the events specified in Section 5 6 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 5 6 would, unless cured or waived, become an Event of Default. "Law" as to any ...Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any governmental authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject. "Maturity Date" means the earlier of (a) July 1, 2014 and (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 6. 7. "Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, governmental authority or other entity. "Security Agreement" means the Security Agreement, dated as of the date hereof, by and between the Borrower and Noteholder, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms. View More
Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1. "Applicable Rate" means the rate equal to fifteen percent (15%). "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close. "Default" means any of the events specified in Section 5 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 5 would, unless ...cured or waived, become an Event of Default. "Event of Default" has the meaning set forth in Section 5. "Governmental Authority" means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supranational bodies such as the European Union or the European Central Bank). "Law" as to any Person, means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any governmental authority Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject. "Lien" means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge or other security interest. "Maturity Date" means the earlier of (a) July 1, 2014 and the one year anniversary of the Issuance Date, or (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 6. terms contained herein. "Order" as to any Person, means any order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject. "Parties" has the meaning set forth in the introductory paragraph. "Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, governmental authority Governmental Authority or other entity. View More
Definitions. For the purposes of the Grant, certain words and phrases are defined in the Definitional Appendix attached. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.
Definitions. For the purposes of the Grant, certain words and phrases are defined in capitalized terms shall have the meanings provided herein or the Definitional Appendix attached. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.
Definitions. As used in this Agreement, the following terms shall have the following meanings: a. "Closing Date" shall mean on or about March 24, 2014. b. "Debentures" shall mean the convertible debenture issued by the Company to the Holder pursuant to the Debenture. c. "Holder" shall mean the Parties other than the Company executing this Agreement. d. "Effective Date" shall mean the date the SEC declares the Registration Statement effective and the Company has filed all necessary amendments, including the l...etter to request accelerated effectiveness and the Prospectus covering the resale of Shares. e. "Face Amount" means Four Hundred Seventy-Five Thousand U.S. Dollars ($475,000) to be invested in the aggregate by all of the Holders. f. "Filing Date" shall mean the date the Registration Statement has been filed with the SEC (as determined by EDGAR) and no stop order of acceptance has been issued by the SEC. g. "Person" means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency. h. "Potential Material Event" means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a Registration Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any event or activity concerning the Company which would, based on a good faith determination by the Company's Board of Directors, adversely affect the Company or its shareholders if it were included in a Registration Statement or other filing. i. "Principal Market" means either The American Stock Exchange, Inc., The New York Stock Exchange, Inc., the Nasdaq National Market, The Nasdaq SmallCap Market, OTC electronic bulletin board, or OTC Markets, whichever is the principal market on which the Common Stock is listed. j. "Register", "Registered" and "Registration" refer to a registration effected by preparing and filing with the SEC one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and effectiveness of such Registration Statement(s). k. "Registrable Securities" means the shares of Common Stock issued or issuable (i) pursuant to the Subscription Agreement and the Transaction Documents, and (ii) any shares of capital stock issued or issuable with respect to such shares of Common Stock as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in a Registration Statement that has been declared effective by the SEC, (y) sold under circumstances meeting all of the applicable conditions of Rule 144, promulgated under the Securities Act or (z) saleable without limitation as to time, manner and volume pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act. l. "Registration Statement" means a registration statement of the Company filed under the Securities Act. m. "SEC" means the United States Securities and Exchange Commission. All capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Transaction Documents. For the purposes of determining dates for penalties or filing deadlines, as outlined in this Agreement, both parties agree that the date given by the SEC shall constitute the official date.View More
Definitions. As Any terms not otherwise defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement and, as used in this Agreement, the following terms shall have the following meanings: a. "Closing Date" shall mean on or about March 24, 2014. b. "Debentures" shall mean "Holders' Representative" means the convertible debenture issued Person appointed as the Holders' Representative by the Company to the Holder Investors pursuant to the Debenture. c. "Holder" shall mean the Part...ies other than the Company executing this Agreement. d. "Effective Date" shall mean the date the SEC declares the Registration Statement effective Section 10 hereof. b. "Investor" means a Buyer and the Company has filed all necessary amendments, including the letter any permitted transferee or assignee of a Buyer who agrees to request accelerated effectiveness and the Prospectus covering the resale of Shares. e. "Face Amount" means Four Hundred Seventy-Five Thousand U.S. Dollars ($475,000) to be invested in the aggregate by all of the Holders. f. "Filing Date" shall mean the date the Registration Statement has been filed with the SEC (as determined by EDGAR) and no stop order of acceptance has been issued become bound by the SEC. g. "Person" means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental provisions of this Agreement in accordance with Section 9 hereof and who holds Debentures or political subdivision thereof or a governmental agency. h. Registrable Securities. c. "Potential Material Event" means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a Registration Statement, registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the Registration Statement registration statement would be detrimental to the business and affairs of the Company, Company; or (ii) any event material engagement or activity concerning by the Company which would, based on in the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Company's Board of Directors, adversely affect Directors of the Company or its shareholders if it were included in a Registration Statement or other filing. i. "Principal Market" means either The American Stock Exchange, Inc., The New York Stock Exchange, Inc., that the Nasdaq National Market, The Nasdaq SmallCap Market, OTC electronic bulletin board, or OTC Markets, whichever is registration statement would be materially misleading absent the principal market on which the Common Stock is listed. j. "Register", "Registered" inclusion of such information. d. "Register," "Registered," and "Registration" refer to a registration effected by preparing and filing with the SEC one a Registration Statement or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement(s). k. Statement by the SEC. e. "Registrable Securities" means the Conversion Shares, the shares of Common Restricted Stock issued or issuable (i) pursuant as part of the Commitment Fee and, to the Subscription Agreement and the Transaction Documents, and (ii) extent applicable, any other shares of capital stock issued or issuable with respect to such shares of Common Stock as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in a Registration Statement that has been declared effective by the SEC, (y) sold under circumstances meeting all other securities of the applicable conditions Company or any successor to the Company that are issued upon exchange of Rule 144, promulgated under the Securities Act or (z) saleable without limitation as to time, manner and volume pursuant to Rule 144(k) (or any similar provision then in force) under Restricted Stock and/or the Securities Act. l. Conversion Shares. f. "Registration Statement" means a registration statement of the Company filed on Form S-1 or any successor form thereto under the Securities Act. m. g. "SEC" means the United States Securities and Exchange Commission. All capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Transaction Documents. For the purposes of determining dates for penalties or filing deadlines, as outlined in this Agreement, both parties agree that the date given by the SEC shall constitute the official date.View More
Definitions. As used in this Agreement, the following terms shall have the following meanings: a. "Best Efforts" means the reasonable best efforts that a prudent person desirous of achieving a result would use in good faith in similar circumstances to ensure that such result is achieved as expeditiously as can reasonably be expected. b. "Closing Date" shall mean on or about March April 24, 2014 b. but in no event before the closing of the transaction outlined in the Agreement and Plan of Reorganization betwe...en American Cannabis Consulting, Inc. and Brazil Interactive Media, Inc. . c. "Debentures" shall mean the convertible debenture issued by the Company to the Holder pursuant to the Debenture. c. d. "Holder" shall mean the Parties other than the Company executing this Agreement. d. e. "Effective Date" shall mean the date the SEC declares the Registration Statement effective and the Company has filed all necessary amendments, including the letter to request accelerated effectiveness and the Prospectus covering the resale of Shares. e. f. "Face Amount" means Four Three Hundred Seventy-Five Ninety-Five Thousand U.S. Dollars ($475,000) ($395,000) to be invested in the aggregate by all of the Holders. f. g. "Filing Date" shall mean the date the Registration Statement has been filed with the SEC (as determined by EDGAR) and no stop order of acceptance has been issued by the SEC. g. h. "Person" means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency. h. i. "Potential Material Event" means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a Registration Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any event or activity concerning the Company which would, based on a good faith determination by the Company's Board of Directors, adversely affect the Company or its shareholders if it were included in a Registration Statement or other filing. i. j. "Principal Market" means either The American Stock Exchange, Inc., The New York Stock Exchange, Inc., the Nasdaq National Market, The Nasdaq SmallCap Market, OTC electronic bulletin board, or OTC Markets, whichever is the principal market on which the Common Stock is listed. j. k. "Register", "Registered" and "Registration" refer to a registration effected by preparing and filing with the SEC one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis ("Rule 415"), and effectiveness of such Registration Statement(s). k. l. "Registrable Securities" means the shares of Common Stock issued or issuable (i) pursuant to the Subscription Agreement and the Transaction Documents, and (ii) any shares of capital stock issued or issuable with respect to such shares of Common Stock as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x) included in a Registration Statement that has been declared effective by the SEC, (y) sold under circumstances meeting all of the applicable conditions of Rule 144, promulgated under the Securities Act or (z) saleable without limitation as to time, manner and volume pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act. l. m. "Registration Statement" means a registration statement of the Company filed under the Securities Act. m. n. "SEC" means the United States Securities and Exchange Commission. All capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Transaction Documents. For the purposes of determining dates for penalties or filing deadlines, as outlined in this Agreement, both parties agree that the date given by the SEC shall constitute the applicable official date. View More
Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below: (a) "Forfeiture Restrictions" shall mean any prohibitions and restrictions set forth herein with respect to the sale or other disposition of Restricted Shares issued to the Awardee hereunder and the obligation to forfeit and surrender such Restricted Shares to the Company. (b) "Restricted Period" shall mean the period designated by the Committee during which Restricted Shares may not be sold, assigned, t...ransferred, pledged, or otherwise encumbered. (c) "Restricted Shares" shall mean Shares that are subject to the Forfeiture Restrictions under this Agreement. (d) "Retained Distributions" shall mean any securities or other property (other than regular cash dividends) distributed by the Company in respect of Restricted Shares during any Restricted Period. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.View More
Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below: indicated: (a) "Forfeiture Restrictions" shall mean any the prohibitions and restrictions set forth herein with respect to the sale or other disposition of Restricted the Shares issued to the Awardee Employee hereunder and the obligation to forfeit and surrender such Restricted Shares to the Company. (b) "Restricted Period" "Period of Restriction" shall mean the period designated by the Committee during ...which Restricted Shares are subject to Forfeiture Restrictions and during which Restricted Shares may not be sold, assigned, transferred, pledged, pledged or otherwise encumbered. (c) "Restricted Shares" shall mean the Shares that are subject to the Forfeiture Restrictions under this Agreement. (d) "Retained Distributions" shall mean any securities or other property (other than regular cash dividends) distributed by the Company in respect of Restricted Shares during any Restricted Period. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan. View More
Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below: (a) "Forfeiture Restrictions" shall mean any prohibitions and restrictions set forth herein with respect to the sale or other disposition of Restricted Shares Stock issued to the Awardee Participant hereunder and the obligation to forfeit and surrender such Restricted Shares Stock to the Company. (b) "Restricted Period" shall mean the period designated by the Committee during which Restricted Shares Stoc...k is subject to the Forfeiture Restrictions and may not be sold, assigned, transferred, pledged, or otherwise encumbered. (c) "Restricted Shares" shall mean Shares that are subject to the Forfeiture Restrictions under this Agreement. (d) "Retained Distributions" shall mean any securities or other property (other than regular cash dividends) distributed by the Company in respect of the Restricted Shares Stock during any Restricted Period. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan. View More
Definitions. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement. Security Agreement, as applicable.
Definitions. As used in this Agreement, the following terms shall have the following meanings: 7.1 "Change in Control" means an Ownership Change Event or series of related Ownership Change Events (collectively, a "Transaction") in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, direct or indirect beneficial ownership of fifty percent (50%) or more of the total combined voting power of the outstanding voting securities of the Company or..., in the event of an Ownership Change Event, the entity to which the assets of the Company were transferred. An "Ownership Change Event" shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange by the stockholders of the Company of all or substantially all of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company). Notwithstanding the foregoing, no Change in Control, Ownership Change Event or Transaction shall be deemed to have occurred for any purpose under this Agreement as a result or on account of: (i) a transfer or other disposition, by sale, gift or otherwise, of an interest in the Company by Richard J. Kurtz ("Kurtz") to his spouse, children or grandchildren, or the spouses of his children, either directly or indirectly for their benefit, in trust or otherwise; or (ii) the death or incapacity of Kurtz wherein his interest is transferred to his heirs only. The Executive shall not be entitled to any payment under this Agreement upon the occurrence of, or calculated with reference to, any such transfer or disposition. 7.2 "Disability" means Executive's absence from his duties with Company on a full-time basis for at least 90 days during any consecutive one hundred and eighty (180) day period as a result of incapacity due to mental or physical illness as determined by a physician selected by Company and acceptable to Executive. If Company determines in good faith that Executive's Disability has occurred during the Employment Term, it may give Executive written notice in accordance with Section 6.3 of this Agreement of its intention to terminate Executive's employment. In such event, Executive's employment shall terminate effective on the thirtieth (30th) day after Executive's receipt of such notice, unless, within the thirty (30) days after such receipt, Executive shall have been cleared by the physician to return to work and has returned to full-time performance of his duties.View More
Definitions. As used in this Agreement, the following terms shall have the following meanings: 7.1 "Change in Control" means an Ownership Change Event or series of related Ownership Change Events (collectively, a "Transaction") in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) or more of the total combined voting power of the outstanding voting securities of the ...Company or, in the event case of an Ownership Change Event, the entity to which the assets of the Company were transferred. An "Ownership Change Event" shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange by the stockholders of the Company of all or substantially all of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company). Notwithstanding the foregoing, no The sole exception to Change in Control, Control and Ownership Change Event or Transaction as described above shall be deemed to have occurred for any purpose under this Agreement as a Change in Control or Ownership Change Event that may result or on account of: (i) a transfer or other disposition, by sale, gift or otherwise, of an interest in the Company by Richard J. Kurtz ("Kurtz") to his spouse, children or grandchildren, or the spouses of his children, either directly or indirectly for their benefit, in trust or otherwise; or (ii) from the death or incapacity of Richard J. Kurtz wherein his interest is transferred to his heirs only. The Executive In such event for the purposes hereof, no Change in Control or Ownership Change Event shall not be entitled deemed to any payment under this Agreement upon the occurrence of, or calculated with reference to, any such transfer or disposition. have occurred. 7.2 "Disability" means Executive's absence from his duties with Company on a full-time basis for at least 90 days during any consecutive one hundred and eighty (180) day period as a result of incapacity due to mental or physical illness as determined by a physician selected by Company and acceptable to Executive. If Company determines in good faith that Executive's Disability has occurred during the Employment Term, it may give Executive written notice in accordance with Section 6.3 of this Agreement of its intention to terminate Executive's employment. In such event, Executive's employment shall terminate effective on the thirtieth (30th) day after Executive's receipt of such notice, notice (the "Disability Effective Date"), unless, within the thirty (30) days after such receipt, Executive shall have been cleared by the physician to return to work and has returned to full-time performance of his duties. View More
Definitions. Certain capitalized terms used in this Certificate and not defined in the Indenture have the following meanings: "Business Day" means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in The City of New York or London are authorized or required by law or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the "TARGET2 system"), or any successor thereto, operates. "Definitive Securi...ties" means any Security issued in fully-registered certificated form pursuant to Section 2.03 of the Indenture (other than a Global Security), which shall be substantially in the form of Exhibit A or Exhibit B, as applicable, with appropriate legends as specified therein. "Federal Republic of Germany obligations" means direct noncallable obligations of the Federal Republic of Germany, noncallable obligations the payment of the principal of and interest on which is fully guaranteed by the Federal Republic of Germany, and noncallable obligations on which the full faith and credit of the Federal Republic of Germany is pledged to the payment of the principal thereof and interest thereon. "Note Custodian" means the custodian with respect to any Global Note appointed by the common depositary, or any successor Person thereto, and shall initially be The Bank of New York Mellon, London Branch. "United States" means the United States of America, the states of the United States, and the District of Columbia. 4 ACTIVE/ 75585410.1 "United States person" means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to United States federal income taxation regardless of its source. Each of the undersigned certifies that there is no Event of Default existing on the date hereof, and no event which with notice or lapse of time or both could become an Event of Default has occurred and is continuing on the date hereof. Each of the undersigned states that all conditions precedent provided for in the Indenture relating to delivery of the executed Notes to the Trustee for authentication and delivery have been complied with. Each of the undersigned further states that he has read the provisions of the Indenture relating to the issuance of the Notes and the definitions relating thereto; that the statements made in this Certificate are based upon an examination of the provisions of the Indenture and upon the relevant books and records of the Company; that he has, in his opinion, made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not the conditions included in such provisions have been complied with; and that, in his opinion, such conditions have been complied with.View More
Definitions. Certain capitalized terms used in this Certificate and not defined in the Indenture have the following meanings: "Business Day" means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in The City of New York or London are authorized or required by law or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the "TARGET2 system"), or any successor thereto, operates. "Definitive Securi...ties" means any Security issued in fully-registered certificated form pursuant to Section 2.03 of the Indenture (other than a Global Security), which shall be substantially in the form of Exhibit A or Exhibit B, as applicable, A, with appropriate legends as specified therein. "Federal Republic of Germany obligations" means direct noncallable obligations of the Federal Republic of Germany, noncallable obligations the payment of the principal of and interest on which is fully guaranteed by the Federal Republic of Germany, and noncallable obligations on which the full faith and credit of the Federal Republic of Germany is pledged to the payment of the principal thereof and interest thereon. "Note Custodian" means the custodian with respect to any Global Note appointed by the common depositary, Depositary, or any successor Person thereto, and shall initially be The Bank of New York Mellon, London Branch. "United States" the Trustee. "Securities Act" means the United States Securities Act of America, the states of the United States, and the District of Columbia. 4 ACTIVE/ 75585410.1 "United States person" means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to United States federal income taxation regardless of its source. 1933, as amended. Each of the undersigned certifies that there is no Event of Default existing on the date hereof, and no event which with notice or lapse of time or both could become an Event of Default has occurred and is continuing on the date hereof. Each of the undersigned states that all conditions precedent provided for in the Indenture relating to delivery of the executed Notes to the Trustee for authentication and delivery have been complied with. Each of the undersigned further states that he has read the provisions of the Indenture relating to the issuance of the Notes and the definitions relating thereto; that the statements made in this Certificate are based upon an examination of the provisions of the Indenture and upon the relevant books and records of the Company; that he has, in his opinion, made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not the conditions included in such provisions have been complied with; and that, in his opinion, such conditions have been complied with. View More
Definitions. Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below: (a) "Cause" shall have the meaning set forth in any written employment or consulting agreement between the Company (or one of its affiliates) and the Employee. If the Employee is not party to such an a...greement that defines these terms, then for purposes of this Agreement, "Cause" shall mean a determination by the Company or its employing affiliate (the "Employer") that the Employee (i) has engaged in gross negligence, gross incompetence, or misconduct in the performance of the Employee's duties with respect to the Employer or any of their affiliates; (ii) has failed without proper legal reason to perform the Employee's duties and responsibilities to the Employer or any of its affiliates; (iii) has breached any material provision of this Agreement or any written agreement or corporate policy or code of conduct established by the Employer or any of its affiliates; (iv) has engaged in conduct that is, or could reasonably expected to be, materially injurious to the Employer or any of its affiliates; (v) has committed an act of theft, fraud, embezzlement, misappropriation, or breach of a fiduciary duty to the Employer or any of its affiliates; or (vi) has been convicted of, pleaded no contest to, or received adjudicated probation or deferred adjudication in connection with a crime involving fraud, dishonesty, or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction). (b) "Disability" shall have the meaning set forth in any written employment or consulting agreement between the Company (or one of its affiliates) and the Employee. If the Employee is not party to such an agreement that defines these terms, then for purposes of this Agreement, "Disability" shall mean the Employee being unable to perform the Employee's duties or fulfill the Employee's obligations under the terms of his employment by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months as determined by the Employer and certified in writing by a competent medical physician selected by the Employer. (c) "Forfeiture Restrictions" shall have the meaning specified in Section 3(a) hereof. (d) "Involuntary Termination" shall mean a termination of the Employee's employment by the Company or an affiliate for a reason other than for Cause. (e) "Retirement" shall mean the Employee's termination of employment (other than an Involuntary Termination or a termination by the Company for Cause) that occurs on or after the date in which the Employee reaches the age of 59 1⁄2 (or such earlier time that may be approved by the Committee or its delegate, in its sole discretion), provided the Employee remains in continuous employment with the Company or one of its affiliates from the Date of Grant through .View More
Definitions. Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below: (a) "Cause" shall have the meaning set forth in any written employment or consulting agreement between the Company (or one of its affiliates) and the Employee. If the Employee is not party to such an a...greement that defines these terms, then for purposes of this Agreement, "Cause" shall mean a determination by the Company or its employing affiliate (the "Employer") that the Employee (i) has engaged in gross negligence, gross incompetence, or misconduct in the performance of the Employee's his or her duties with respect to the Employer or any of their its affiliates; (ii) has failed without proper legal reason to materially perform the Employee's duties and responsibilities to the Employer or any of its affiliates; affiliates (other than due to Disability); (iii) has breached any material provision of this Agreement or any written agreement or corporate policy or code of conduct established by the Employer or any of its affiliates; (iv) has engaged in conduct that is, or could reasonably expected to be, materially injurious to the Employer or any of its affiliates; (v) has committed an act of theft, fraud, embezzlement, misappropriation, or breach of a fiduciary duty to the Employer or any of its affiliates; or (vi) has been convicted of, pleaded no contest to, or received adjudicated probation or deferred adjudication in connection with a crime involving fraud, dishonesty, or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction). (b) "Disability" shall have the meaning set forth in any written employment or consulting agreement between the Company (or one of its affiliates) Employer and the Employee. If the Employee is not party to such an agreement that defines these terms, then for purposes of this Agreement, "Disability" shall mean the Employee being unable to perform the Employee's duties or fulfill the Employee's obligations under the terms of his or her employment by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months as determined by the Employer and certified in writing by a competent medical physician selected by the Employer. (c) "Forfeiture Restrictions" shall have the meaning specified in Section 3(a) hereof. (d) "Involuntary Termination" shall mean a termination of the Employee's employment by the Company or an affiliate for a reason other than for Cause. (e) "Retirement" "Section 409A" shall mean Section 409A of the Internal Revenue Code of 1986, as amended. (f) "CIC Severance Plan" shall mean the Company's Amended and Restated U.S. Executive Change-In-Control Severance Plan adopted on January 21, 2019, and any amendments or restatements of this plan. (g) "Special Vesting Agreement" means an agreement which permits Employee's RSUs to continue vesting following termination of Employee's employment or service with the Company or with an affiliate, as applicable, in exchange for Employee's strict compliance with designated post-termination conditions, as determined by the Committee pursuant to a written agreement executed at the time Employee's termination of employment (other than an Involuntary Termination or occurs. The Compensation Committee may, in is sole discretion, elect to limit coverage of a termination by the Company for Cause) that occurs on or after the date in which the Employee reaches the age Special Vesting Agreement to only a portion of 59 1⁄2 (or such earlier time that may be approved by the Committee or its delegate, in its sole discretion), provided the Employee remains in continuous employment with the Company or one of its affiliates from the Date of Grant through . Employee's RSUs. View More
Definitions. All capitalized Capitalized terms used herein and but not defined herein shall have the respective meanings set forth specified in the Indenture.
