Definitions Contract Clauses (26,161)

Definitions. All capitalized terms used without definition in this Amendment shall have the respective meanings set forth in the Merger Agreement.

Definitions. Reference is made to that certain Credit Agreement dated as of August 1, 2011 (as amended, restated, amended and restated or otherwise modified, the "Credit Agreement") between the Company and BMO Harris Bank N.A. (the "Lender"). All capitalized terms used and not otherwise defined herein shall have the meanings given to such terms by the Credit Agreement as amended hereby.

Definitions. In addition to other terms defined herein, the following terms will have the meanings as follows, and terms not defined in the Agreement have the meanings given in the Plan: (a) "Administrator" means the Compensation Committee of the Board of Directors (the "Board") or the Board. (b) "Agreement" means this Performance Share Unit Award Agreement. (c) "Award Period" means the three-year period shown in Section 3 of this Agreement, except that in the event of the Participant's death, the Award Peri...od will be the period covered by the Agreement ending on December 31st of the calendar year in which the death occurred. (d) "Company" means Vulcan Materials Company, a New Jersey corporation, or its successors. (e) "Disability" means Permanent and Total Disability whereby the Participant is entitled to long-term disability benefits under the applicable long-term disability plan of the Company or an Affiliate, or, to the extent the Participant is not eligible to participate in any Company-sponsored plan, under the guidelines of the Social Security Administration, or as otherwise defined in the Plan. (f) "Fair Market Value or "FMV" means the closing stock price per Share as reported on the principal stock exchange on which such Shares are listed on the last trading date before the Payment Date (or other applicable date), or as otherwise provided in the Plan. (g) "Grant Date" means the grant date of the PSUs awarded herein. (h) "Participant" means the employee of the Company or its Subsidiaries or other Affiliates granted the PSUs under this Agreement. (i) "Performance Share Unit" or "PSU" means a Performance Unit Award denominated in Shares in which each Performance Share Unit represents the contingent right to earn one share of Common Stock. PSUs do not have voting rights. (j) "Plan" means the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan, as amended. (k) "Payment Date" means the date on which payment of Shares is made in Vulcan Common Stock under this Agreement. (l) "Share" means a share of Common Stock, par value $1.00 per share, of the Company. (m) "Vesting Date" or "Vesting Dates" has the meaning given in Section 2(c) herein. View More

Definitions. Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section ‎1.1: 1.1.1. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to dir...ect or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. For purposes of this Agreement, Licensor and Licensee shall not be deemed Affiliates of one another. 1.1.2. "IIA" means the Israeli Innovation Authority of the Ministry of Economy and Industry of the State of Israel (formerly known as the Office of the Chief Scientist). 1.1.3. "Law" means any federal, state, local, municipal, foreign or other law (including common law), statute, legislation, constitution, code, order, edict, decree, proclamation, treaty, convention, directive, ordinance, rule, regulation, permit, ruling, determination, decision, interpretation or other requirement that is issued, enacted, adopted, passed, approved, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body and is applicable to and binding upon the relevant Person. 1.1.4. "Person" means (whether or not a capitalized term) any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, estate, unincorporated organization, Governmental Body or other entity, including any party to this Agreement. 1.1.5. "Representative(s)" means, with respect to any Person, such Person's Affiliates and the respective directors, officers, employees, agents, consultants, advisors and other representatives, including legal counsel, accountants and financial advisors of such Person and its Affiliates, and the successors and assigns of any of the foregoing. 1.1.6. "M&A Event" means a merger, acquisition or sale of all or substantially all of the assets of Licensee. 1.1.7. "Products" means products, applications, technologies or solutions, relating to the miniature video technology, referred to as ScoutCamTM. View More

Definitions. The following definitions shall apply for purposes of this Warrant: "Act" means the Securities Act of 1933, as amended. "Business Day" means a weekday on which banks are open for general banking business in San Francisco, California. "Change of Control" means a Deemed Liquidation Event (as defined in the Company's Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the "Restated Certificate")). "Company" shall include, in addition to the Company ident...ified in the opening paragraph of this Warrant, any corporation or other entity that succeeds to the Company's obligations under this Warrant, whether by permitted assignment, by merger or consolidation or otherwise. "Expiration Date" means 5:00 p.m. Pacific Time on December 11, 2029, or such earlier date and time on which this Warrant ceases to be exercisable as provided in Section 4 hereof. "Initial Public Offering" means a firm commitment underwritten public offering pursuant to an effective registration statement filed under the Act covering the offer and sale of the Company's Common Stock for the account of the Company. "Person" means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other entity or any governmental authority. "Securities" means collectively this Warrant and the Warrant Stock issuable upon exercise of this Warrant. "Total Warrant Shares" means 250,000 shares of Warrant Stock. "Vested Warrant Shares" means Warrant Shares that are vested pursuant to Section 2.1 below. "Warrant" means this Warrant and any warrant(s) delivered in substitution or exchange therefor, as provided herein. "Warrant Price" means $0.43 per share. The Warrant Price is subject to adjustment as provided herein. "Warrant Stock" means the Company's Common Stock, $0.0001 par value per share. The number and character of shares of Warrant Stock are subject to adjustment as provided herein and the term "Warrant Stock" shall include stock and other securities and property at any time receivable or issuable upon exercise of this Warrant taking into account all such adjustments. "Warrant Shares" means shares of the Warrant Stock. View More

Definitions. All capitalized terms used herein, unless otherwise expressly defined in this First Amendment, shall have the meanings ascribed to them in the Lease. Unless the context clearly indicates otherwise, all references to the "Lease" shall hereafter be deemed to refer to the Lease as amended hereby. In the event of any inconsistency between the terms of the Lease and the terms of this First Amendment, the terms of this First Amendment shall control.

Definitions. 2.7 "Fiscal Year" shall mean the fiscal year of the Company, which is the 12-month period ending December 31 of each year.2.8 "Index Companies" shall mean the companies included in the SNL Small Cap U.S. Bank Index (a) that are NYSE, NYSE Market and NASDAQ-traded commercial banks and (b) that had assets between $2 billion and $10 billion as of December 31 of the year immediately preceding the commencement of the applicable Performance Measurement Period. 2.9 "Long-Term Performance Period" shall ...mean a period of three consecutive Fiscal Years beginning on the January 1 of the first year of such Long-Term Performance Period. 2.15 "Return on Average Equity" or "ROAE", means for the Company and each Index Company for a Long-Term Performance Period or period thereof, the average of (x) such company's net income for each of the Fiscal Years during such Long-Term Performance Period, divided by (y) such company's average equity during such Fiscal Year, in each case as reported in such company's annual reports on Form 10-K for the Fiscal Years included in such Long-Term Performance Period.2.16 "Share" shall mean a share of common stock, no par value, of the Company.2.17 "Target Award" shall mean, for any Participant, a percentage of his or her base salary on the grant date.3. Administration. View More

Definitions. 2.1. "3(i) Award" means any Award representing a right to purchase shares of Common Stock granted by the Company to any Participant who is not an Employee pursuant to Section 3(i) of the Ordinance. 2.2. "102 Award" means any Award intended to qualify (as set forth in the Award Agreement) and which qualifies under Section 102, provided it is settled only in shares of Common Stock. 2.3. "102 Capital Gain Track Award" means any Award granted by the Company to an Employee pursuant to Section 102(b)(...2) or (3) (as applicable) of the Ordinance under the capital gain track. 2.4. "102 Non-Trustee Award" means any Award granted by the Company to an Employee pursuant to Section 102(c) of the Ordinance without a Trustee. 2.5. "102 Ordinary Income Track Award" means any Award granted by the Company to an Employee pursuant to Section 102(b)(1) of the Ordinance under the ordinary income track. 2.6. "102 Trustee Awards" means, collectively, 102 Capital Gain Track Awards and 102 Ordinary Income Track Awards. 2.7. "Affiliate" means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person (with the term "control" or "controlled by" within the meaning of Rule 405 of Regulation C under the Securities Act), including, without limitation, any Parent or Subsidiary. 2.8. "Applicable Law" shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgment, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the common stock of the Company are then traded or listed. 2.9. "Controlling Stockholder" means as to such term is defined in Section 32(9) of the Ordinance. 2.10. "Election" as defined in Section 3.2 below. 2.11. "Employee" means an "employee" within the meaning of Section 102(a) of the Ordinance (which as of the date of the adoption of this Appendix means (i) an individual employed by an Employer, and (ii) an individual who is serving and is engaged personally (and not through an entity) as an "office holder" by an Employer, excluding any Controlling Stockholder), provided such Employee also satisfies the eligibility requirements under the Plan. 2.12. "Employer" means, for purpose of a 102 Trustee Award, an Affiliate, Subsidiary or Parent which is an "employing company" within the meaning and subject to the conditions of Section 102(a) of the Ordinance. 2.13. "ITA" means the Israel Tax Authority. 2.14. "Ordinance" means the Israeli Income Tax Ordinance (New Version), 1961, including the Rules and any other regulations, rules, orders or procedures promulgated thereunder, as may be amended or replaced from time to time. 2.15. "Parent" shall mean any entity (other than the Company), which now exists or is hereafter organized, in an unbroken chain of companies ending with the Company if, at the time of granting an Award, each of the companies (other than the Company) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain. 2.16. "Required Holding Period" as defined in Section 3.5.1 below. 2.17. "Rules" means the Income Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763-2003. 2.18. "Section 102" means Section 102 of the Ordinance. 2.19. "Subsidiary" shall mean any entity (other than the Company), which now exists or is hereafter organized or acquired by the Company, in an unbroken chain of companies beginning with the Company if, at the time of granting an Award, each of the companies other than the last company in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain. 2.20. "Trust Agreement" means the agreement to be signed between the Company, an Employer and the Trustee for the purposes of Section 102. 2.21. "Trustee" means the trustee appointed by the Company's Board of Directors and/or by the Committee to hold the Awards and approved by the ITA. 2.22. "Withholding Obligations" as defined in Section 5.5 below. View More

Definitions. (a) "Cause" means a good faith determination by the Employer that any of the following has occurred: (i) Employee's willful violation of any laws, rules or regulations applicable to banks or the banking industry generally; (ii) Employee's material failure to comply with the Employer's policies or guidelines of employment or corporate governance policies or guidelines, including, without limitation, any business code of ethics adopted by the Employer, that, if capable of being cured, is not cured... by Employee within ten (10) days of written notice by the Employer of the failure; (iii) any act of fraud, misappropriation or embezzlement by Employee; (iv) a material breach of this Agreement that, if such breach is capable of being cured, is not cured by Employee within ten (10) days of written notice by the Employer of the breach; or (v) Employee's conviction of, or Employee's pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining). 2 (b) "Change in Control" shall have the same meaning as set forth in the Southern National Bancorp of Virginia, Inc. 2017 Equity Compensation Plan, as such plan may be amended from time to time. (c) "Code" means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Agreement, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision. (d) "Disability" means the inability of Employee, as reasonably determined by the Employer, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months. (e) "Good Reason" means the occurrence of any of the following, without Employee's consent: (i) a material diminution in Employee's Base Salary; (ii) a material diminution in Employee's authority, duties, or responsibilities; (iii) the relocation of Employee's principal office to a facility or location more than fifty (50) miles away from Employee's principal place of work immediately prior to the relocation; provided, however, that Good Reason shall not include (A) any relocation of Employee's principal office which is proposed or initiated by Employee; or (B) any relocation that results in Employee's principal place office being closer to Employee's then-principal residence; or (iv) any intentional, material breach by the Employer of this Agreement. A termination by Employee shall not constitute termination for Good Reason unless Employee shall first have delivered to the Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than thirty (30) days after the initial occurrence of such event), and there shall have passed a reasonable time (not less than thirty (30) days) within which the Employer may take action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Employee. Good Reason shall not include Employee's death or Disability. (f) "Qualifying Termination" means Employee's termination of employment during the Qualifying Termination Window by (A) the Employer without Cause (other than by reason of Employee's death or Disability), or (B) Employee for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason. For the avoidance of doubt, in no event shall Employee be deemed to have experienced a Qualifying Termination as a result of Employee's termination of employment with the Employer for any reason or no reason outside of the Qualifying Termination Window or as a result of Employee's termination of employment with the Employer during the Qualifying Termination Window by reason of his (i) death, (ii) Disability, or (iii) voluntary resignation for any reason or no reason. (g) "Qualifying Termination Window" means the sixty (60) day period immediately preceding a Change in Control or the one-year period immediately following a Change in Control. View More

Definitions. For purposes of this Agreement, the following definitions apply: "Affiliates" means all person and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise; provided, however, that Affiliates does not include any portfolio company of any investment fund associated with Bain Capital Private Equity, L.P. other than the Company and its direct and indirect parents and subsidiaries. ..."Person" means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates. View More