Definitions Contract Clauses (78,746)

Definitions. The following terms have the following meanings, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items... specifically required to be exchanged at a later time; (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Pubco and the Purchaser of the conditions precedent set out in Sections 5.1 and 5.2, respectively; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) "Pubco Shares" shall mean the 400,000,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, to be issued by Pubco to the Purchaser on the Closing. (h) "SEC" shall mean the Securities and Exchange Commission; (i) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) "Taxes" shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) "Transaction" shall mean the purchase of the Pubco Shares by the Purchaser in consideration for the One Third of Proceeds payable to Pubco from the Purchaser. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Certificate of Non-U.S. Shareholder 1.3 Currency. All references to currency referred to in this Agreement are in United States Dollars (USD$), unless expressly stated otherwise. View More

Definitions. As used herein, (a) capitalized terms which are defined in the preamble hereto shall have the meanings as so defined and (b) capitalized terms not so defined shall have the meanings set forth in the Master Indenture or the Series 2012-2 Indenture Supplement, as amended hereby. SECTION 2. Amendments to Series 2012-2 Indenture Supplement. (a) The reference to "$789,473,685" in the definition of "Initial Collateral Amount" in Section 1.1 of the Series 2012-2 Indenture Supplement is hereby replaced... with "$836,236,934". (b) The reference to "$62,659,805" in the definition of "Initial Excess Collateral Amount" in Section 1.1 of the Series 2012-2 Indenture Supplement is hereby replaced with "$109,423,054". (c) The reference to "7.94%" in the first sentence of the definition of "Required Excess Collateral Amount" in Section 1.1 of the Series 2012-2 Indenture Supplement is hereby replaced with "13.09%". (d) The definition of "Monthly Principal Reallocation Amount" in Section 1.1 of the Series 2012-2 Indenture Supplement is amended as follows: (i) The reference to "24.00%" in clause (a) is hereby replaced with "28.25%"; (ii) The reference to "14.41%" in clause (b) is hereby replaced with "19.20%"; and (iii) The reference to "7.94%" in clause (c) is hereby replaced with "13.09%". SECTION 3. Binding Effect; Ratification. (a) This Amendment shall become effective as of the date first set forth above when counterparts hereof shall have been executed and delivered by the parties hereto, and thereafter shall be binding on the parties hereto and their respective successors and assigns. (b) The Series 2012-2 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2012-2 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2012-2 Indenture Supplement as supplemented hereby, unless otherwise expressly stated. (c) Except as expressly supplemented hereby, the Series 2012-2 Indenture Supplement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto. 2 SECTION 4. No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by BNY Mellon Trust of Delaware, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any other related documents. SECTION 5. Miscellaneous. (a) THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARDING TO THE CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. (b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment. (c) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically. View More

Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise. "Board" means the Board of Managers of the Company or any... successor governing body thereto. "Common Units" means "Class A Common Units", as such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee shall be composed of two or more managers as appointed from time to time to serve by the Board. "Limited Liability Company Agreement" means "LLC Agreement" means the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, as such persons may be selected in the sole discretion of the Committee. "Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" means the "Class A Preferred Units", as such term is defined in the Limited Liability Company Agreement. "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. "Securityholders Agreement" means the Securityholders Agreement, dated on or about the date of the adoption of this Plan, among the Company and holders of the Units signatories thereto, as the same may be amended, supplemented or otherwise modified from time to time. "Units" has the meaning given to such term in the Limited Liability Company Agreement. View More

Definitions. Whenever the following terms are used in this Restricted Stock Unit Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan or the Grant Notice, as applicable. (a) Employment. The term "Employment" means the Participant's employment as an employee of the Company or any of its Affiliates or Subsidiaries. (b) Restrictive Covenant Violation. The term "Restrictive Covenant Violation" shall mean the... Participant's breach of the Restrictive Covenants set forth in Section 10 or any covenant regarding confidentiality, competitive activity, solicitation of the Company's or any of its Affiliates' or Subsidiaries' vendors, suppliers, customers or employees or any similar provision applicable to or agreed to by the Participant. (c) Retirement. The term "Retirement" shall mean a Termination by the Participant that occurs on or after the date on which the Participant attains the age of sixty-five (65) and has completed at least ten (10) years of Employment (other than a Termination when grounds existed for a Termination for Cause at the time thereof). (d) Termination Date. The term "Termination Date" shall mean the date upon which the Participant incurs a Termination for any reason. View More

Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings given such terms in the Original Agreement.

Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. 24 "Act" shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" shall have the meaning specified in Rule 501(b) of Regulation D. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City... of New York. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Preliminary Memorandum, as amended or supplemented at the Execution Time, (ii) the final term sheet prepared pursuant to Section 5(s) hereto and in the form attached as Schedule II hereto and (iii) any Issuer Written Information. "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Investment Company Act" shall mean the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder. "Issuer Written Information" shall mean any writings in addition to the Preliminary Memorandum that the parties expressly agree in writing to treat as part of the Disclosure Package. "Regulation D" shall mean Regulation D under the Act. "Regulation S" shall mean Regulation S under the Act. "Regulation S-X" shall mean Regulation S-X under the Act. "Trust Indenture Act" shall mean the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder. 25 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. View More

Definitions. 6.2"Company Information" at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer's most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer's most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer's and... its affiliates' other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved by the Issuer for dissemination to investors or potential investors in the Notes. 6.3"Dealer Information" shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum. 6.4"Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended. 6.5"Indemnitee" shall have the meaning set forth in Section 5.1. 6.7"Issuing and Paying Agency Agreement" shall mean the issuing and paying agency agreement described on the cover page of this Agreement, as such agreement may be amended or supplemented from time to time. 6.8"Issuing and Paying Agent" shall mean the party designated as such on the cover page of this Agreement, as issuing and paying agent under the Issuing and Paying Agency Agreement, or any successor thereto in accordance with the Issuing and Paying Agency Agreement. 6.9"Non-bank fiduciary or agent" shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act. 6.10"Private Placement Memorandum" shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement). 6.11"Qualified Institutional Buyer" shall have the meaning assigned to that term in Rule 144A under the Securities Act. 6.12"Rule 144A" shall mean Rule 144A under the Securities Act. 6.13"SEC" shall mean the U.S. Securities and Exchange Commission. 6.14"Securities Act" shall mean the U.S. Securities Act of 1933, as amended. 7.2This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. 11 7.3The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 7.4This Agreement may be terminated, at any time, by the Issuer, upon one business day's prior notice to such effect to the Dealer, or by the Dealer upon one business day's prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement. 7.5This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer. 7.6This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 7.7This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. View More

Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Purchase Agreement, as applicable.

Definitions. As used in this Plan, the following words and phrases shall have the meanings indicated: (a) "Award" shall mean any Bonus or Option issued pursuant to the Plan. (b) "Award Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee. In the... event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control. (c) "Board" shall mean the Board of Directors of the Corporation. (d) "Bonus" means any Common Stock bonus issued pursuant to the Plan. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. (f) "Committee" shall mean any Committee appointed by the Board to administer the Plan, if one has been appointed. If no Committee has been appointed, the term "Committee" shall mean the Board. (g) "Common Stock" shall mean the Corporation's $.0000053 par value common stock. 1 (h) "Disability" shall mean a Recipient's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. If the Recipient has a disability insurance policy, the term "Disability" shall be as defined therein. (i) "Fair Market Value" per share as of a particular date shall mean the last sale price of the Corporation's Common Stock as reported on a national securities exchange, or if not listed on a national securities exchange, then the closing price of the Corporation's Common Stock as so reported on the over-the-counter markets on the day of determination, or, if such quotations are unavailable, the value determined by the Committee in accordance with its discretion in making a bona fide, good faith determination of fair market value. Fair Market Value shall be determined without regard to any restriction other than a restriction which, by its terms, never will lapse. In the case of Awards granted at a time when the Corporation does not have a registration statement in effect relating to the shares issuable hereunder, the value at which the Bonus shares are issued may be determined by the Committee at a reasonable discount from Fair Market Value to reflect the restricted nature of the shares to be issued and the inability of the Recipient to sell those shares promptly. (j) "Recipient" means any person granted an Option or awarded a Bonus pursuant to the Plan. View More

Definitions. As used in this Note, the following capitalized terms have the following meanings: (a) the "Company" includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of the Company under this Note. (b) "Event of Default" has the meaning given in Section 4 hereof. (c) "Investor" shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note. (d) "Majority in... Interest" shall mean, more than 65% of the aggregate outstanding principal amount of the Notes issued pursuant to the Agreement. (e) "Material Adverse Effect" shall mean a material adverse effect on (a) the business, assets, operations, prospects or financial or other condition of the Company; (b) the ability of the Company to pay or perform the Obligations in accordance with the terms of this Note and the other Transaction Documents and to avoid an Event of Default, or an event which, with the giving of notice or the passage of time or both, would constitute an Event of Default, under any Transaction Document; or (c) the rights and remedies of Investor under this Note, the other Transaction Documents or any related document, instrument or agreement through no fault of the Company. (f) "Agreement" has the meaning given in the introductory paragraph hereof. (g) "Obligations" shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Investor of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant to the terms of this Note, the Agreement and the other Transaction Documents, including, all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U. S. C. Section 101 et seq. ), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding. (h) "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority. (i) "Securities Act" shall mean the Securities Act of 1933, as amended. (j) "Transaction Documents" shall mean this Note, each of the other Notes issued under the Agreement and the Agreement. View More