Definitions Contract Clauses (26,161)

Definitions. Sale and Issuance of Notes 1 2.1 Closing 1 3. Terms and Conditions of Notes 1 4. Representations and Warranties of the Company 2 4.1 Organization, Good Standing and Qualification 2 4.2 Authorization 2 4.3 Compliance with Other Instruments 2 4.4 Governmental Consents and Filings 2 5. Representations and Warranties of the Lenders 2 5.1 Authorization 2 5.2 Purchase Entirely for Own Account 2 5.3 Disclosure of Information 3 5.4 Investment Experience 3 5.5 Accredited Investor 3 5.6 Restricted Securit...ies 3 5.7 Legends 3 6. Miscellaneous 3 6.1 Successors and Assigns 3 6.2 Governing Law 3 6.3 Counterparts 4 6.4 Titles and Subtitles 4 6.5 Notices 4 6.6 Finder's Fee 4 6.7 Expenses 5 6.8 Entire Agreement; Amendments and Waivers 5 6.9 Effect of Amendment or Waiver 5 6.10 Severability 5 6.11 Stock Purchase Agreement 5 6.12 Exculpation Among Lenders 5 6.13 Further Assurance 5 6.14 Waiver of Jury Trial 6 i NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this "Agreement") is made as of February 28, 2019, by and among RESTORATION ROBOTICS, INC., a Delaware corporation (the "Company"), and the lenders (each individually a "Lender," and collectively the "Lenders") named on the Schedule of Lenders attached hereto (the "Schedule of Lenders"). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below. In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows: 1. Definitions. (a) "Act" means the Securities Act of 1933, as amended. (b) "Common Stock" shall mean the Company's common stock, $0.0001 par value per share. (c) "Financing Shares" shall mean, collectively, the shares of capital stock issued upon conversion or cancellation of the Notes. (d) "Notes" shall mean the one or more Unsecured Subordinated Convertible Promissory Notes issued to the Lenders pursuant to Section 2 below, the form of which is attached hereto as Exhibit A. (e) "Qualified Financing" shall have the meaning given to such term in the Notes. (f) "Requisite Lenders" shall mean Lenders holding at least 66% of the aggregate principal amount of the Notes then outstanding. View More

Definitions. For purposes of this Agreement: (a) the terms "Affiliate" and "Associate" have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) the terms "beneficial owner" and "beneficially own" have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act except that a person will also be deemed to be the beneficial owner of all shares of the Company's capital stock which suc...h person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to the exercise of any rights in connection with any securities or any agreement, arrangement or understanding (whether or not in writing), regardless of when such rights may be exercised and whether they are conditional, and all shares of the Company's capital stock which such person or any of such person's Affiliates or Associates has or shares the right to vote or dispose; and (c) the terms "person" or "persons" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. View More

Definitions. Any capitalized term used in this Agreement that is not defined in this Agreement will have the same meaning given to it in the Plan.

Definitions. Capitalized terms not defined in this Agreement have the meaning assigned to those terms in the Merger Agreement. The following definitions also apply to this Agreement: a. A "Competing Business" means any depository, financial institution, wealth management company, or trust company, or holding company thereof (including without limitation any start-up bank or bank in formation), operating anywhere within the Covered Area. b. The "Covered Area" means the following counties in the State of Utah:... Box Elder County, Davis County, Morgan County, Salt Lake County, Summit County, Utah County, and Weber County. c. The "Term" means, with respect to each Director, the period of time beginning on the Effective Date and ending on the later to occur of (i) two (2) years after the Effective Date or, if applicable, (ii) one (1) year following the termination of any service by such Director as a post-Merger member of the Advisory Board; provided, however, that in no event shall the Term exceed four (4) years after the Effective Date. -1- 2. Participation in Competing Business. Except as provided in Section 5 or 6, during the Term, each Director agrees not to become involved with a Competing Business in any capacity or serve, directly or indirectly, a Competing Business in any manner, including without limitation (a) as a shareholder, member, partner, director, officer, manager, investor, organizer, founder, employee, consultant, agent, or representative, or (b) during the organization and pre-opening phases in the formation of a Competing Business; provided, however, that for the avoidance of doubt, the restrictions set forth herein shall not prevent a Director from using services of any Competing Business that are generally available to the public. View More

Definitions. (a) "Cause" for purposes of this Agreement shall mean (A) if Employee is a party to an employment, severance (or similar) agreement with the Company or any employing subsidiary of the Company that defines the word "cause" (or similar term), then Cause for purposes of this Agreement shall have the meaning ascribed to it under that agreement; and (B) if there is no such agreement or definition, Cause shall mean (i) any fraud, misappropriation or embezzlement by Employee in connection with or affec...ting the business of the Company Group, (ii) any conviction of (including any plea of guilty or no contest to) a felony or a gross misdemeanor by Employee, (iii) any gross neglect or persistent neglect by Employee to perform the duties assigned to Employee or any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company Group, (iv) any material breach of Section 10 of this Agreement, or (v) any material violation of the Company Group's written policies, procedures or the Company's Code of Conduct. (b) "Change in Control" for purposes of this Agreement shall mean a Change in Control as defined in Section 2(g) of the Plan. (c) "Competitor" means any of the following women's specialty apparel companies: Ascena Retail Group, Inc.; Chicos FAS, Inc.; Coldwater Creek, Inc.; J. Jill, Inc.; New York & Co., Inc.; and The Talbots, Inc. as well as any other company where the percent of such company's annual revenues for their most recently completed fiscal year associated with sales of women's apparel and accessories to the Company's customer demographic exceeds 25% of such company's overall annual revenues for that fiscal year. "Competitor" shall also include: (x) all divisions, subsidiaries, affiliates and successors in interest of the stores or legal entities identified in this Section 11(c) and (y) any person, business, or entity where a substantial portion of Employee's duties involve providing advice, consultation, products or services to any of the entities or their affiliates identified in this Section 11(c). (d) "Company Group" means collectively Christopher & Banks Corporation and its subsidiaries. (e) "Confidential Information" means any and all information in whatever form, whether written, electronically stored, orally transmitted or memorized relating to trade secrets, customer lists, records and other information regarding customers, financial information, records, ledgers and information, purchase orders, agreements and related data, business development and strategic plans, products and technologies, manufacturing costs, sales and marketing plans, personnel and employment records, files, data and policies (regardless of whether the information pertains to Employee or other employees of the Company Group), business operations and related data, formulae, and computer records, know-how, research, technical information, copyrighted material, and any other confidential or proprietary data and information which Employee encounters during employment, all of which are held, possessed and/or owned 6 by the Company Group and all of which are used in the operations and business of the Company Group. Confidential Information does not include information which is or becomes generally known within the Company Group's industry through no act or omission by Employee or is publicly disclosed by the Company Group. (f) "Disability" shall mean any physical or mental condition which would qualify Employee for a disability benefit under any long-term disability plan then maintained by the Company or the employing subsidiary. (g) "Retirement" shall mean Employee's voluntary or involuntary (other than for Cause) termination of his or her employment relationship with the Company and as of the termination date, the sum of Employee's age and number of full years of employment with the Company Group equals or exceeds sixty-five (65), with a minimum age of fifty-five (55) and a minimum of five (5) years of service. View More

Definitions. 3.3 Effect of the Committee's Determinations. 4.2 Vesting Event; Valuation Event. 6.4 No Right to Award.

Definitions. Certain terms used herein are defined in the Plan. Certain other terms are defined below: 8.1 "Code" means the Internal Revenue Code of 1986, as amended. 8.2 "Employer" means Ultra Resources, Inc. 8.3 "Participant" is defined in the Letter. 8.4 "Plan" means the Ultra Petroleum Corp. 2017 Stock Incentive Plan as Amended and Restated, June 8, 2018. EXHIBIT A PERFORMANCE CRITERION During the Performance Period, all PSUs subject to this Agreement will performance vest based on the "60-Day VWAP" (as ...defined below) as follows: • 15% of the Target Number of PSUs will performance-vest if the 60-Day VWAP is above $5.75; • an additional 25% of the Target Number of PSUs will performance-vest if the 60-Day VWAP is above $8.00 (for an aggregate of 40% of the Target Number of PSUs); • an additional 20% of Target Number of PSUs will performance-vest if the 60-Day VWAP is above $12.00 (for an aggregate of 60% of the Target Number of PSUs); • an additional 40% of the Target Number of PSUs granted will performance-vest if the 60-Day VWAP is above $16.00 (for an aggregate of 100% of the Target Number of PSUs); • an additional 25% of the Target Number of PSUs will performance-vest if the 60-Day VWAP is above $20.00 (for an aggregate of 125% of the Target Number of PSUs); • an additional 25% of the Target Number of PSUs will performance-vest if the 60-Day VWAP is above $24.00 (for an aggregate of 150% of the Target Number of PSUs); • an additional 25% of the Target Number of PSUs will performance-vest if the 60-Day VWAP is above $28.00 (for an aggregate of 175% of the Target Number of PSUs); and • an additional 25% of the Target Number of PSUs will performance-vest if the 60-Day VWAP is above $32.00 (for an aggregate of 200% of the Target Number of PSUs). • ADDITIONAL PROVISIONS AND CLARIFICATIONS: 1. As used herein, the term "60-Day VWAP" means, as of any date, the volume-weighted average price per share of the common stock of Ultra Petroleum Corp. measured from 9:30 am eastern time on the trading day that is sixty (60) trading days preceding such date to 4:00 pm eastern time on the trading day immediately preceding such date. EX-10.4 4 upl-ex104_126.htm EX-10.4 upl-ex104_126.htm Exhibit 10.4 RESTRICTED STOCK UNIT AGREEMENT ("AGREEMENT") PURSUANT TO THE AMENDED AND RESTATED ULTRA PETROLEUM 2017 STOCK INCENTIVE PLAN Name of Participant: [ ] ("Participant") Date of Grant of RSUs: [ ], 201[ ] ("Grant Date") Restricted Stock Units Granted: [ ] ("Target Number") The Compensation Committee of the Board of Directors of Ultra Petroleum Corp., a Yukon corporation (the "Company") has approved an award of restricted stock units ("RSUs") to you, an employee of Ultra Resources, Inc. ("Employer"), and the Company does hereby grant to you, as of the Grant Date specified above, the number of RSUs specified above. The RSUs will only vest to the extent provided in and subject to the conditions described in the attached Schedule 1. The grant of the RSUs hereunder by the Company is conditioned on your forfeiture, without additional consideration, of any and all outstanding unvested RSUs currently held by you pursuant to that certain Restricted Stock Unit Agreement by and between you and the Company dated April 12, 2017 pursuant to the Ultra Petroleum 2017 Stock Incentive Plan (the "Emergence Agreement"). By signing this Agreement below and accepting the grant of RSUs pursuant to this Agreement, you are consenting to the cancellation and forfeiture of all unvested RSUs granted pursuant to the Emergence Agreement and you shall have no further rights in any such unvested RSUs. For the avoidance of doubt, you will retain any RSUs granted pursuant to the Emergence Agreement that have vested as of the date hereof. Please indicate your acceptance of this Agreement by signing below, and then returning the original to the Company. You should keep a copy of this Agreement for your records. ULTRA RESOURCES, INC. By: [ ] [ ] 1 AGREED AND ACCEPTED: Participant: [ ] Signature: Date: RESTRICTED STOCK UNIT AGREEMENT SCHEDULE 1 This award described in the cover letter to which this Schedule 1 is attached (the "Letter") is subject to the terms and conditions set forth herein and in the Plan. Definitions of certain terms used herein are in the last section hereof. View More

Definitions. 1.1 Definitions. "Issue Date" means the issue date stated above. "Maturity Date" shall mean the earlier of (a) March 30, 2020, and (b) the consummation of a Qualified Financing. "Note" means this Convertible Note, as amended, modified or restated. "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision thereof. "Qualified Financin...g" means the Offering, provided that the Company raises in one or more tranches aggregate gross proceeds of no less than US$9,000,000. "Securities Act" means the United States Securities Act of 1933, as amended. View More

Definitions. "Restricted Stock" is a type of Stock Bonus consisting of Common Stock that may be subject to vesting based on Continuous Service or the achievement of performance goals. A "Restricted Stock Unit" or "RSU" is a type of Stock Bonus that is a unit that is converted into one share of Common Stock of the Company at the time of payment and may be subject to vesting based on Continuous Service or the achievement of performance goals. Restricted Stock and RSUs are referred to collectively herein as "Re...stricted Stock Interests". "Restricted Stock Interest Target" means the maximum number of Restricted Stock Interests that may be earned by an individual under an award. "Restricted Stock Interests Committee" shall initially be the Compensation Committee of the Company's Board of Directors, which Compensation Committee currently consists entirely of outside directors within the meaning of Section 162(m) of the Code (as in effect prior to the enactment of the Tax Cuts and Jobs Act). In any event, the Restricted Stock Interests Committee shall consist of at least two outside directors of the Company who are also members of the Compensation Committee. View More

Definitions. As used in this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings specified or referred to in this Section 1: "Affiliate" means, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, "control," when used with respect to any Person, means the power to direct... the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. The terms "controlling" and "controlled" have meanings correlative to the foregoing. "Court Order" means any judgment, order, award or decree of any foreign, federal, state, local or other court or administrative or regulatory body and any award in any arbitration proceeding. "Encumbrance" means any lien (statutory or other), encumbrance, claim, charge, security interest, mortgage, deed of trust, pledge, hypothecation, assignment, conditional sale or other title retention agreement, preference, priority or other security agreement or preferential arrangement of any kind or nature, and any easement, encroachment, covenant, restriction, right of way, defect in title or other encumbrance of any kind. "Governmental Body" means any foreign, federal, state, local or other government, governmental, statutory or administrative authority or regulatory body, self-regulatory organization or any court, tribunal or judicial or arbitral body. "Person" means any individual, partnership, corporation, limited liability company, association, joint venture, joint-stock company, trust, unincorporated organization, Governmental Body or other entity. "Requirements of Law" means any applicable foreign, federal, state and local laws, statutes, regulations, rules, codes, ordinances, Court Orders and requirements enacted, adopted, issued or promulgated by any Governmental Body or common law or any applicable consent decree or settlement agreement entered into with any Governmental Body. "SEC Reports" means, collectively, all reports of the Company required to be filed by it under the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof. The term "SEC Reports" shall not include any proxy statement (or amendment or supplement thereto) filed or prepared by the Company. View More