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. Whenever the following terms are used in this Plan, they shall have the meaning specified below: (a) "Act" means the Securities Act of 1933, as amended. (b) "Administrator" means the Board or the Committee, whichever shall be administering the Plan from time to time in the discretion of the Board, as described in Section 4(a) of the Plan. (c) "Board" means the Board of Directors of the Corporation. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Committee" means the ...committee appointed by the Board in accordance with Section 4(a) of the Plan. (f) "Common Stock" means the common stock, par value $.01 per share, of the Corporation. (g) "Corporation" means PS Business Parks, Inc., a California corporation. (h) "Director" means a director of the Board (i) who is not employed as an officer, employee or consultant of the Corporation or any of its affiliates while serving as a director and (ii) who is duly elected to the Board by the Corporation's stockholders or otherwise in accordance with the Corporation's Bylaws. (i) "Deferred Stock Unit" means a bookkeeping entry representing the right to receive the equivalent of one Share granted pursuant to the Plan. (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (k) "Fair Market Value" shall mean the value of one (1) Share, determined as follows, without regard to any restriction other than a restriction which, by its terms, will never lapse: (i) If the Shares are traded on an exchange, the closing price per Share on the principal exchange on which Shares are listed on the date of valuation or, if no sales occurred on that date, then the average of the highest bid and lowest asked prices on such exchange at the end of the day on such date; (ii) If the Shares are not traded on an exchange but are otherwise traded over-the- counter, the average of the highest bid and lowest asked prices quoted in the National Association of Securities Dealers, Inc. Automated Quotation System (NASDAQ) as of the close of business on the date of valuation, or, if on such day such security is not quoted in the NASDAQ system, the average of the representative bid and asked prices on such date in the domestic over-the-counter market as reported by the National Quotation Bureau, Inc., or any similar successor organization; and (iii) If neither (i) nor (ii) applies, the fair market value as determined by the Administrator in good faith. Such determination shall be conclusive and binding on all persons. (l) "Grant" means any award of Deferred Stock Units granted pursuant to the Plan. (m) "Grantee" means a Director who has received a Grant pursuant to the Plan. (n) "Plan" means the PS Business Parks, Inc. Retirement Plan for Non-Employee Directors as it may be amended from time to time. (o) "Retirement" means a Director's termination from service as a member of the Board, provided that no Director removed for cause from the Board shall be deemed to have retired from the Board, and provided further that such termination is a "separation from service" within the meaning of Code Section 409A. (p) "Service" means service as a Director of the Corporation, including service prior to the adoption of the Plan. (q) "Share" means one (1) share of Common Stock, adjusted in accordance with Section 7 of the Plan (if applicable).View More
Definitions. Whenever the following terms are used in this Plan, they shall have the meaning specified below: (a) "Act" means the Securities Act of 1933, as amended. (b) "Administrator" means the Board or the Committee, whichever shall be administering the Plan from time to time in the discretion of the Board, as described in Section 4(a) of the Plan. (c) "Board" means the Board of Directors of the Corporation. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Committee" means the ...committee appointed by the Board in accordance with Section 4(a) of the Plan. (f) "Common Stock" means the common stock, par value $.01 per share, of the Corporation. (g) "Corporation" means PS Business Parks, Inc., a California corporation. (h) "Director" means a director of the Board (i) who is not employed as an officer, employee or consultant of the Corporation or any of its affiliates while serving as a director and (ii) who is "Directors" means, collectively, all non-employee directors, duly elected to the Board by the Corporation's stockholders or otherwise in accordance with the Corporation's Bylaws. (i) "Deferred Stock Unit" means a bookkeeping entry representing the right to receive the equivalent of one Share granted pursuant to the Plan. (j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (k) (j) "Fair Market Value" shall mean the value of one (1) Share, Share of Common Stock, determined as follows, without regard to any restriction other than a restriction which, by its terms, will never lapse: (i) If the Shares are traded on an exchange, the closing price per Share on the principal exchange on which Shares are listed on the date of valuation or, if no sales occurred on that date, then the average of the highest bid and lowest asked prices on such exchange at the end of the day on such date; (ii) If the Shares are not traded on an exchange but are otherwise traded over-the- counter, over-the-counter, the average of the highest bid and lowest asked prices quoted in the National Association of Securities Dealers, Inc. Automated Quotation System (NASDAQ) as of the close of business on the date of valuation, or, if on such day such security is not quoted in the NASDAQ system, the average of the representative bid and asked prices on such date in the domestic over-the-counter market as reported by the National Quotation Bureau, Inc., or any similar successor organization; and (iii) If neither (i) nor (ii) applies, the fair market value as determined by the Administrator in good faith. Such determination shall be conclusive and binding on all persons. (l) (k) "Grant" means any stock award of Deferred Stock Units granted pursuant to the Plan. (m) (l) "Grantee" means a Director who has received a Grant pursuant to Section 4 hereof. (m) "Non-employee Director" for purposes of eligibility for Grants under this Plan means a director who is not employed as an officer, employee or consultant of the Plan. corporation while serving as a Director. (n) "Plan" means the PS Business Parks, Inc. Retirement Plan for Non-Employee Directors as it may be amended from time to time. (o) "Retirement" means a Director's termination from service as a member of the Board, provided that no Director removed for cause from the Board shall be deemed to have retired from the Board, and provided further that such termination is a "separation from service" within the meaning of Code Section 409A. Board. (p) "Service" means service as a Director non-employee director of the Corporation, including service prior to the adoption of the Plan. (q) "Share" means one (1) share of Common Stock, adjusted in accordance with Section 7 of the Plan (if applicable). View More
Definitions. For the purposes of the Claims Review, the following definitions shall be used: a.Overpayment: The amount of money CCH of New York has received in excess of the amount due and payable under any Federal health care program requirements, as determined by the IRO in connection with the claims reviews performed under this Appendix B, and which shall include any extrapolated Overpayments determined in accordance with Section A.3 of this Appendix B. b.Paid Claim: A claim for hospice services submitted... by or on behalf of CCH of New York and for which CCH of New York has received reimbursement from the Medicare or Medicaid program. c.Population: The Population shall be defined as all Paid Claims during the 12-month period covered by the Claims Review. d.Error Rate: The Error Rate shall be the percentage of net Overpayments identified in the sample. The net Overpayments shall be calculated by subtracting all underpayments identified in the sample from all gross Overpayments identified in the sample. (Note: Any potential cost settlements or other supplemental payments should not be included in the net Overpayment calculation. Rather, only underpayments identified as part of the Discovery Sample shall be included as part of the net Overpayment calculation.) The Error Rate is calculated by dividing the net Overpayment identified in the sample by the total dollar amount associated with the Paid Claims in the sample.View More
Definitions. For the purposes of the Claims Review, the following definitions shall be used: a.Overpayment: a. Overpayment: The amount of money CCH of New York 21st Century has received in excess of the amount due and payable under any Federal health care Medicare and TRICARE program requirements, as determined by the IRO in connection with the review of claims reviews performed under this Appendix B, and which shall include including any extrapolated Overpayments determined in accordance with Section A.3 of... this Appendix B. b.Paid b. Paid Claim: A claim for hospice services submitted by or on behalf of CCH of New York 21st Century and for which CCH of New York 21st Century has received reimbursement from the Medicare or Medicaid program. c.Population: and TRICARE programs. c. Population: The Population shall be defined as all Paid Claims during the 12-month period covered by the Claims Review. d.Error d. Error Rate: The Error Rate shall be the percentage of net Overpayments identified in the sample. The net Overpayments shall be calculated by subtracting all underpayments identified in the sample from all gross Overpayments identified in the sample. (Note: Any potential cost settlements or other supplemental payments should not be included in the net Overpayment calculation. Rather, only underpayments identified as part of the Discovery Sample shall be included as part of the net Overpayment calculation.) The Error Rate is calculated by dividing the net Overpayment identified in the sample by the total dollar amount associated with the Paid Claims in the sample. View More
Definitions. For purposes of this Schedule B, the following definitions shall apply: (a)Account shall mean an unfunded, bookkeeping account maintained for a participant including amounts originally deferred under the Honeywell Plan and interest credits made pursuant to Section 3 of this Schedule B (or comparable provisions of the Honeywell Plan).
Definitions. For purposes of this Schedule B, the following definitions shall apply: (a)Account a.Account shall mean an unfunded, bookkeeping account maintained for a participant including amounts originally deferred under the Honeywell Plan and interest credits made pursuant to Section 3 of this Schedule B (or comparable provisions of the Honeywell Plan).
Definitions. 1.2 "Common Stock" means the Common Stock, par value $.0001 per share, of the Corporation. 1.3 "Corporation" means COMSovereign Holding Corp., a Nevada corporation, or its successor. 1.4 "Expiration Date" means the earlier of (i) December 31, 2022 or (ii) the second anniversary of the consummation by the Company of an IPO. 1.5 "Holder" means ______________or any party to whom this Warrant is assigned in accordance with its terms. 1.6 "IPO" means the initial public offering of the Corporation's C...ommon Stock pursuant to a registration statement filed on Form S-1 or any successor form thereto that is declared effective by the Securities and Exchange Commission in connection with which the Common Stock will be uplisted to a national stock exchange. 1.7 "1933 Act" means the Securities Act of 1933, as amended. 1.8 "Warrant" means this Warrant and any warrants delivered in substitution or exchange for this Warrant in accordance with the provisions of this Warrant. 1.9 "Warrant Price" means $1.00 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.View More
Definitions. 1.2 "Common Stock" means the Common Stock, par value $.0001 $.001 per share, of the Corporation. 1.3 "Corporation" means COMSovereign Holding Corp., Colombia Energy Resources, Inc., a Nevada Delaware corporation, or its successor. 1.4 "Expiration Date" means the earlier of (i) December 31, 2022 or (ii) the second anniversary of the consummation by the Company of an IPO. 1.5 "Holder" means ______________or ______________ or any party to whom this Warrant is assigned in accordance with its terms. ...1.6 "IPO" means the initial public offering of the Corporation's Common Stock pursuant to a registration statement filed on Form S-1 or any successor form thereto that is declared effective by the Securities and Exchange Commission in connection with which the Common Stock will be uplisted to a national stock exchange. 1.7 1.5 "1933 Act" means the Securities Act of 1933, as amended. 1.8 1.6 "Warrant" means this Warrant and any warrants delivered in substitution or exchange for this Warrant in accordance with the provisions of this Warrant. 1.9 1.7 "Warrant Price" means $1.00 $0.01 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof. View More
Definitions. "CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act. "Deferral Period" means the six month period beginning on the date of this Note. "Loan" means the loan evidenced by this Note. "Maturity Date" means twenty-four (24) months from the date of this Note. "Note Rate" means an interest rate of 0.98% Per Annum and interest shall accrue on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. "Per Annum" means for a year de...emed to be comprised of 360 days. "SBA" means the Small Business Administration, an Agency of the United States of America.View More
Definitions. "CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act. "Deferral Period" means the six month period beginning on the date of this Note. "Loan" means the loan evidenced by this Note. "Maturity Date" means twenty-four (24) months from the date of this Note. "Note Rate" means an interest rate of 0.98% Per Annum and interest shall accrue on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. "Per Annum" means for a year de...emed to be comprised of 360 days. "SBA" means the Small Business Administration, an Agency of the United States of America. View More
Definitions. "CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act. "Deferral Period" means the six month period beginning on the date of this Note. "Loan" means the loan evidenced by this Note. "Maturity Date" means twenty-four twenty - four (24) months from the date of this Note. "Note Rate" means an interest rate of 0.98% Per Annum and interest shall accrue on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. "Per Annum" means... for a year deemed to be comprised of 360 days. "SBA" means the Small Business Administration, an Agency of the United States of America. View More
Definitions. "CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act. "Deferral Period" means the six month period beginning on the date of this Note. "Loan" means the loan evidenced by this Note. "Maturity Date" means twenty-four (24) months from the date of this Note. "Note Rate" means an interest rate of 0.98% Per Annum and interest shall accrue on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. "Per Annum" means for a year de...emed to be comprised of 360 days. "SBA" means the Small Business Administration, an Agency of the United States of America. View More
Definitions. 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 or elsewhere in this Agreement. "Seller Securities" means, collectively, any Seller Units, any securities convertible into or exchangeable for any Seller Units or any interest in or right to acquire any of the foregoing, whether now owned or hereafter acquired by any party hereto. "Expiration Time" shall mean the earlier to occur of (a) t...he Initial SNR Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 9.1 thereof. "Transfer" shall mean any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any Contract with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby.View More
Definitions. When used in this Agreement, agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement. "Seller agreement. "Beneficially Own", "Beneficial Owner" or "Beneficial Ownership" shall have the meaning (or the correlative meaning, as applicable) set forth in Rule 13d-3 and Rule 13d-5(b)(i) of the rules and regulations promulgated under the Securities Exchange Act. "Company Securities" mean...s, collectively, any Seller Units, Company Common Stock, any Company Preferred Stock, any securities convertible into or exchangeable for any Seller Units Company Common Stock or Company Preferred Stock, or any interest in or right to acquire any of the foregoing, whether now owned or hereafter acquired by any party hereto. "Expiration Time" shall mean the earlier to occur of (a) the Initial SNR Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 9.1 11.1 thereof. "Securities Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Transfer" shall mean any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any Contract with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement Agreement, any Letter of Transmittal and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby. View More
Definitions. Except as otherwise expressly provided herein, all capitalized terms used in this Amendment and not defined herein shall have the respective meanings ascribed thereto in the Agreement.
Definitions. Except as otherwise expressly provided set forth herein, all capitalized terms used in this Amendment and not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Security Agreement, as applicable.
Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, Consent, including its preamble and recitals, shall have the meanings provided or provided by reference in the Security Agreement, as applicable. Credit Agreement.
Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan and/or the Partnership Agreement, as applicable. (a) "Cause" means "Cause" as defined in the Severance Plan. (b) "Change of Control" means "Change of Control" as defined in the Severance Plan. (c) "Good Reason" means "Good Reason" as defined in the Severance Plan. (d) "Restrictions" mean...s the exposure to forfeiture set forth in Sections 4(a) and 5(b) below and the restrictions on sale or other transfer set forth in Section 3(b) below. (e) "Severance Plan" means that certain Executive Severance and Change of Control Plan issued by the Company, effective as of June 27, 2019, as the same may be amended from time to time, and pursuant to which the Participant has been issued by the Company an Executive Severance Plan Letter. (f) "Subsidiary" means any entity of which the majority of its equity interests are owned by the Company, the Partnership, or SmartStop Advisors, or a combination thereof.View More
Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan and/or the Partnership Agreement, as applicable. (a) "Cause" means "Cause" as defined in the Severance Plan. (b) "Change of Control" means "Change of Control" as defined in the Severance Plan. (c) "Determination Date" means the date by which the Committee, pursuant to the definitions and... calculations, shall determine the Average Annual Same Store Revenue Growth. Such date shall be March 31, 2023. (d) "Good Reason" means "Good Reason" as defined in the Severance Plan. (d) (e) "Restrictions" means the exposure to forfeiture set forth in Sections 4(a) and 5(b) below and the restrictions on sale or other transfer set forth in Section 3(b) below. (e) (f) "Severance Plan" means that certain Executive Severance and Change of Control Plan issued by the Company, effective as of June 27, 2019, as the same may be amended from time to time, and pursuant to which the Participant has been issued by the Company an Executive Severance Plan Letter. (f) (g) "Subsidiary" means any entity of which the majority of its equity interests are owned by the Company, the Partnership, or SmartStop Advisors, or a combination thereof. View More
Definitions. As used in this Agreement, the following term has the meaning set forth below: (a) "Applicable Time" means the date of this Agreement, each Representation Date, the date on which a Placement Notice is given, and any date on which Placement Shares are sold hereunder. (b) "Agent's Information" means solely the following information in the Registration Statement and the Prospectus: the first and third sentences in the eighth paragraph under the caption "Plan of Distribution" in the Prospectus Suppl...ement. [Remainder of Page Intentionally Blank] 27 If the foregoing correctly sets forth the understanding between the Company and SVB Leerink, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and SVB Leerink.View More
Definitions. As used in this Agreement, the following term has the meaning set forth below: (a) "Applicable Time" means the date of this Agreement, each Representation Date, the date on which a Placement Notice is given, and any date on which Placement Shares are sold hereunder. (b) "Agent's Information" means means, solely the following information in the Registration Statement and the Prospectus: the first and third sentences in the eighth paragraph under the caption "Plan of Distribution" in the Prospectu...s Supplement. Prospectus. [Remainder of Page Intentionally Blank] 27 If the foregoing correctly sets forth the understanding between the Company and SVB Leerink, Cowen, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and SVB Leerink. Cowen. View More
