Definitions Contract Clauses (26,161)

Definitions. Capitalized terms used in this Amendment but not defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement.

Definitions. (a) "Cause" shall have the meaning of "Cause" in any employment agreement between the Optionee and the Company or any Subsidiary, or if the Optionee is employed by the Company or any Subsidiary other than pursuant to an employment agreement, shall mean (i) a material breach by the Optionee of any agreement (other than restrictive covenant agreement) then in effect between the Optionee and the Company; (ii) a breach by the Optionee of any restrictive covenant agreement then in effect between the ...Optionee and the Company; (iii) the Optionee's conviction of or plea of "guilty" or "no contest" to a felony under the laws of the United States or any state thereof or any equivalent conviction or plea under non-U.S. law; (iv) any material violation or breach by the Optionee of the Company's Code of Business Conduct and Ethics, as in effect from time to time, as determined by the Board; (v) the Optionee's commission of a crime involving dishonesty, breach of trust, or physical harm to any person; or (vi) the Optionee's willful and continued failure to substantially perform the duties associated with the Optionee's position (other than any such failure resulting from the Optionee's incapacity due to physical or mental illness), which failure has not been cured within 30 days after a written demand for substantial performance is delivered to the Optionee by the Board or an executive officer of the Company, as appropriate for the Optionee's position, which demand specifically identifies the manner in which the Board or such officer, as applicable, believes that the Optionee has not substantially performed his duties. (b) "Disability" shall mean that the Optionee, because of accident, disability, or physical or mental illness, is incapable of performing Optionee's duties to the Company or any Subsidiary, as determined by the Board. Notwithstanding the foregoing, the Optionee will be deemed to have become incapable of performing the Optionee's duties to the Company or any Subsidiary, if the Optionee is incapable of so doing for (i) a continuous period of 120 days and remains so incapable at the end of such 120 day period or (ii) periods amounting in the aggregate to 180 days within any one period of 365 days and remains so incapable at the end of such aggregate period of 180 days. (c) "Good Reason" shall have the meaning and conditions set forth for "Termination for Good Reason" or "Good Reason" in any employment agreement between the Optionee and the Company or any Subsidiary, or if the Optionee is employed by the Company or any Subsidiary other than pursuant to an employment agreement, means, with respect to the Optionee, the occurrence of any one or more of the following events at any time during the Optionee's employment with the Company or any of its Affiliates: (i) a material reduction in either the Optionee's base salary or the Optionee's target annual incentive compensation amount, other than as part of an across-the-board reduction applicable to all Company executives of no greater than 10%; (ii) a material diminution in the Optionee's authority, duties or responsibilities; (iii) any material breach of this Agreement by the Company or any of its Affiliates; or (iv) the involuntary relocation of the Optionee's principal place of employment to a location more than 50 miles beyond the Optionee's principal place of employment as of the Date of Grant. Notwithstanding the foregoing no termination shall be deemed to be for Good Reason unless (A) the Optionee provides the Company or the applicable Affiliate with written notice of the existence of an event described in clause (i), (ii), (iii) or (iv) above, within 60 days following the occurrence thereof, (B) the Company or the applicable Affiliate does not remedy such event described in clause (i), (ii), (iii) or (iv) above, as applicable, within 30 days following receipt of the notice described in the preceding clause (A), and (C) the Optionee terminates employment within 30 days following the end of the cure period specified in clause (B), above. The Optionee may not invoke termination for Good Reason if Cause exists at the time of such termination. 9. No Dividend Equivalents. The Optionee shall not be entitled to dividend equivalents with respect to the Option or the shares of Common Stock underlying the Option. View More

Definitions. "Affiliate" means any "employing company" within the meaning of Section 102(a) of the Ordinance. 2.2. "Approved 102 Award" means an Award granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of the Israeli Participant, or supervised by a Trustee in accordance with the instructions of the ITA. 2.3. "Capital Gain Award" or "CGA" means an Approved 102 Award elected and designated by the Company to qualify under the capital gain tax treatment in accordan...ce with the provisions of Section 102(b)(2) of the Ordinance. 2.4. "Controlling Stockholder" shall have the meaning ascribed to it in Section 32(9) of the Ordinance. 2.5. "Employee" means a person who is employed by the Company or its Affiliates, including an individual who is serving as a director or an office holder, but excluding any Controlling Stockholder, all as determined in Section 102 of the Ordinance. 2.6. "Israeli Participant" means an Employee or Consultant who is a resident of the state of Israel for Israeli income tax purposes. 2.7. "ITA" means the Israeli Tax Authorities. 2.8. "Ordinance" means the Israeli Income Tax Ordinance [New Version] 1961 as now in effect or as hereafter amended. 2.9. "Ordinary Income Award" or "OIA" means an Approved 102 Award elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance. 2.10. "Section 102" means section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended. 2.11. "Section 3(i)" means section 3(i) of the Ordinance. 2.12. "Trustee" means any person appointed by the Company to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance. 2 2.13. "Unapproved 102 Award" means an Award granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee. 2.14. "102 Award" means any Award granted to Employees pursuant to Section 102 of the Ordinance. 2.15. "3(i) Award" means any Award granted pursuant to Section 3(i) of the Ordinance to any person who is a Consultant. View More

Definitions. For purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms in all of their tenses, cases, and correlative forms shall have the meanings assigned to them in this Section 1. (a) "Beneficially Own" or "Beneficial Ownership" has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person's beneficial ownership of sec...urities shall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). For the avoidance of doubt, "Beneficially Own" and "Beneficial Ownership" shall also include record ownership of securities. (b) "Beneficial Owner" shall mean the Person who Beneficially Owns the referenced securities. View More

Definitions. For purposes of this Agreement, the following definitions apply: a. "Actual Award" means (A) the product of (i) the Plan Payout Percentage (as determined under Section 3), and (ii) your Target Award. Notwithstanding anything in this Agreement to the contrary, the Committee (as defined in the Plan) may reduce the amount of your Actual Award in its sole discretion. b. "Performance Cycle" means the [INSERT PERFORMANCE CYCLE DATES].

Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below: a. "Cause" is defined as any of the following: (i) the Holder's plea of guilty or nolo contendere, or conviction of a felony or a misdemeanor involving moral turpitude; (ii) any act by the Holder of fraud or dishonesty with respect to any aspect of the Company's business including, but not limited to, falsification of Company records; (iii) the Holder's failure to perform his duties (other than by reason... of Disability); (iv) the Holder's engagement in misconduct that is materially injurious to the Company (monetarily or otherwise); (v) the Holder's breach of any confidentiality, noncompetition or non-solicitation obligations to the Company, including but not limited to engagement in Detrimental Activity; (vi) the Holder's commencement of employment with an unrelated employer; (vii) material violation by the Holder of any of the Company's written policies, including but not limited to any harassment and/or non-discrimination policies; or (viii) the Holder's gross negligence in the performance of his or her duties. b. "Confidential Information" means material of a secret or confidential nature relating to the business, products, or services of the Company or any Affiliate acquired by the Holder during employment with the Company or any Affiliate. "Confidential Information" excludes any information readily available to members of the general public. c. "Detrimental Activity" shall include, unless otherwise modified by the Company in connection with a Change in Control: (i) rendering services for any person or organization, or engaging directly or indirectly in any business, which is or becomes competitive with the Company or any Affiliate; (ii) disclosing to anyone outside the Company or any Affiliate, other than the Company's or any Affiliate's business, without prior written authorization from the Company or any Affiliate, any Confidential Information; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company or any Affiliate to leave his or her employment, whether done on the Holder's own account or on account of any person, organization, or business which is or becomes competitive with the Company or any Affiliate; or (iv) directly or indirectly soliciting the trade or business of any customer of the Company or any Affiliate. d. "Forfeiture Restrictions" shall mean the prohibitions and restrictions set forth herein with respect to the sale or other disposition of the RSUs issued to the Holder hereunder and the obligation to forfeit and surrender such RSUs to the Company. e. "Good Reason" means the occurrence of any of the following without the Holder's prior written consent: (i) a material adverse change in the Holder's position, authority, duties or responsibilities, excluding a change in reporting relationships; (ii) a material reduction in the Holder's base salary; (iii) a material diminution of the Holder's employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans); or (iv) the relocation of the Holder's principal place of employment by more than 50 miles from such location as of the Grant Date. Notwithstanding the foregoing, a "Good Reason" shall not exist unless the Holder notifies the Company of the existence of the condition described in this Section 1(c) within ninety (90) days of the initial existence of the condition and the Company does not remedy the condition within thirty (30) days following receipt of such notice. f. "Period of Restriction" shall mean the period during which RSUs are subject to Forfeiture Restrictions. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan. View More

Definitions. (a) " Board " - The Board of Directors of the Company. (b) " Cause " means (a) embezzlement or misappropriation of funds; (b) conviction of, or entry of a plea of nolo contendre to, a felony involving moral turpitude; (c) commission of material acts of dishonesty, fraud, or deceit; (d) breach of any material provisions of any employment agreement, confidentiality agreement or invention assignment agreement; (e) habitual or willful neglect of duties; (f) breach of fiduciary duty; or (g) material ...violation of any other duty whether imposed by law or the Board. (c) " Code " - The Internal Revenue Code of 1986, as amended from time to time. (d) " Committee " - The Compensation Committee of the Company's Board, or such other committee of the Board that is designated by the Board to administer the Plan, composed of not less than two members of the Board who are disinterested persons, as contemplated by Rule 16b-3 (" Rule 16b-3 ") promulgated under the Exchange Act. (e) " Company " - WORKHORSE GROUP INC. and its subsidiaries including subsidiaries of subsidiaries. (f) " Exchange Act " - The Securities Exchange Act of 1934, as amended from time to time. (g) " Fair Market Value " - The fair market value of the Company's issued and outstanding Stock as determined in good faith by the Board or Committee. (h) " Grant " - The grant of any form of stock option, stock award, or stock purchase offer, whether granted singly, in combination or in tandem, to a Participant pursuant to such terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan. (i) " Grant Agreement " - An agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant. 1 (j) " Option " - Either an Incentive Stock Option, in accordance with Section 422 of Code, or a Nonstatutory Option, to purchase the Company's Stock that may be awarded to a Participant under the Plan. A Participant who receives an award of an Option shall be referred to as an " Optionee ." (k) " Participant " - A director, officer, employee or consultant of the Company to whom an Award has been made under the Plan. (l) " Restricted Stock Purchase Offer " - A Grant of the right to purchase a specified number of shares of Stock pursuant to a written agreement issued under the Plan. (m) " Securities Act " - The Securities Act of 1933, as amended from time to time. (n) " Stock " - Authorized and issued or unissued shares of common stock of the Company. (o) " Stock Award " - A Grant made under the Plan in stock, denominated in units of stock or denominated in some other method reflecting an increase in value of stock or some other security of the Company, for which the Participant is not obligated to pay additional consideration. View More

Definitions. For purposes of this Agreement: 1.1 "Agreement" has the meaning set forth in the Preamble. 1.2 "Affiliate" means, with respect to any Person, any other Person that is directly or indirectly controlled by such Person, where "control" and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For the sake of clarity, Heavenly... shall not be deemed to be an Affiliate of Investor for purposes of this Agreement. 1.3 "Board" means the board of directors of the Company. 1.4 "Common Stock" has the meaning set forth in the Recitals. 1.5 "Company" has the meaning set forth in the Preamble. 1.6 "Exchange Act" has the meaning set forth in Section 2.2. 1.7 "Heavenly" has the meaning set forth in the Recitals. 1.8 "Investor" has the meaning set forth in the Preamble. 1.9 "Investor Group" means Investor and its Affiliates. 1.10 "Person" means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, governmental entity, or other entity. 1.11 "Representative" means, as to any Person, such Person's Affiliates, and its and their respective directors, officers, employees, managing members, general partners, agents and consultants (including attorneys, financial advisors and accountants), solely in their capacity as representatives acting on the direction of and on behalf of such Person. View More

Definitions. All terms defined in the Recitals hereto or in the Loan Agreement that are not otherwise defined herein shall have the meanings given to them therein. In addition, the following terms have the meanings set forth below: "Obligations" means each and every debt, liability and obligation of every type and description arising under or in connection with any Loan Document (as defined in the Loan Agreement) which the Debtor may now or at any time hereafter owe to the Secured Party, whether such debt, l...iability or obligation now exists or is hereafter created or incurred and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, independent, joint, several or joint and several, and including specifically, but not limited to, the Obligations (as defined in the Loan Agreement). "Patents" means all of the Debtor's right, title and interest in and to patents or applications for patents, fees or royalties with respect to each, and including without limitation the right to sue for past infringement and damages therefor, and licenses thereunder, all as presently existing or hereafter arising or acquired, including without limitation the patents listed on Exhibit A. "Security Interest" has the meaning given in Section 2. "Trademarks" means all of the Debtor's right, title and interest in and to: (i) trademarks, service marks, collective membership marks, registrations and applications for registration for each, and the respective goodwill associated with each, (ii) licenses, fees or royalties with respect to each, (iii) the right to sue for past, present and future infringement, dilution and damages therefor, (iv) and licenses thereunder, all as presently existing or hereafter arising or acquired, including, without limitation, the marks listed on Exhibit B. View More

Definitions. In addition to the words and terms defined elsewhere in this Subscription Agreement, for all purposes of this Subscription Agreement, the following terms have the meanings set forth in this Section 1: "Closing" means the closing of the purchase and sale of the Securities pursuant to Section 3. "Closing Date" means the earlier to occur of (a) November 30, 2019 and (b) the day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all cond...itions precedent to Closing have been satisfied or waived. "Common Stock" means the common stock, par value $0.001 per share, of the Company. "Conversion Price" means the lower of (i) $4.00 per share or (ii) the IPO Price. "Conversion Privilege" means the right, at the option of the holder of Convertible Notes, to convert the principal amount of Convertible Notes into Common Stock at any time prior to the close of business on the last business day immediately preceeding the two year anniversary of the issue date. "Convertible Notes" means, collectively, the subordinated convertible notes delivered to the Investor at the Closing in accordance with Section 3 hereof, which Convertible Notes shall bear interest at a rate of 10.0% per annum from the date of issue, payable quarterly. 50% of the interest shall be payable in kind and the remainder shall be payable in cash. "Convertible Note Shares" means shares of Common Stock issuable upon conversion of the Convertible Notes at the Conversion Price. "Escrow Agent" means Franklin Synergy Bank. "IPO Price" means the price at which the Common Stock was sold in the IPO. "Registration Rights Agreement" means the Registration Rights Agreement, to be dated the Closing Date, among the Company, the Investor and any additional investors party thereto, substantially in the form attached hereto as Exhibit A. "Securities" means the Convertible Notes, the Warrants, the Convertible Note Shares and the Warrant Shares. "Transaction Documents" means this Subscription Agreement, the Convertible Notes, the Warrants, the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder. "Warrants" means, collectively, the Common Stock purchase warrants delivered to the Investor at the Closing in accordance with Section 3 hereof, which Warrants shall be exercisable for a period of 24 months from the date of the consummation of an IPO (as defined in the Convertible Notes), substantially in the form attached hereto as Exhibit B. "Warrant Exercise Price" means the greater of (i) $5.00 per share or (ii) the IPO Price. "Warrant Shares" means the shares of Common Stock issuable upon exercise of the Warrants at the Warrant Exercise Price. View More