Definitions Contract Clauses (26,161)

Definitions. In addition to the terms defined elsewhere in this warrant (this "Warrant"), capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Regulation S Subscription Agreement dated on or about the date of this Agreement between the Company and Holder (the "Subscription Agreement").

Definitions. As used in this Agreement, the following terms shall have the following meanings: 1.1 "Affiliate" means any person, corporation, firm, partnership, limited liability company or other entity, whether de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership with a Party to the extent of at least fifty percent (50%) of the equity having the power to vote on or direct the affairs of the entity, and any person, corporation, firm, partnership, limited liability ...company or other entity actually controlled by, controlling, or under common control with a Party; provided, however, that the term "Affiliate" shall not include either Party. 1.2 "Arm's Length Markup" means a markup percentage as determined in accordance with the arm's length principles of the OECD Guidelines and any applicable Tax laws. 1.3 "Confidential Information" means all non-public data and information of Company disclosed by a Party to the other Party, including but not limited to know-how and trade secrets, information concerning the disclosing Party's business, technology, products, proposed new products, customers and related information, whether communicated orally, in writing or in any other recorded or tangible form. Confidential Information shall include the terms and conditions of this Agreement. 1.4 "Costs" means Service Provider's ordinary and necessary costs, calculated in accordance with US GAAP, incurred by Service Provider in the performance of the Services under this Agreement including, without limitation: (a) costs of personnel providing Services including, without limitation, employee compensation, Third Party fees, travel expenses, professional fees, rent, depreciation and other costs; and (b) allocation for general and administrative costs; but, excluding interest, penalties, income taxes, goodwill, and other non- operating expenses. -1- 1.5 "Employee Service Providers" means certain executive level employees of the Service Provider who will perform the Services for the Company as identified on Exhibit A. 1.6 "Pass-Through Costs" means any Costs that Service Provider incurs from a third- party and/or an Affiliate in connection with the provision of Services under this Agreement. Pass-Through Costs shall be "passed through" to Company at cost without mark-up. 1.7 "Products" means products developed or sold as part of Company's pharmaceutical business and other items related or ancillary thereto. 1.8 "Service Payments" means (a) the Reimbursed Costs plus(b) the Arm's Length Markup. 1.9 "Taxes" means all taxes associated with the Services including, without limitation, sales, use, excise, franchise, value-added, consumption, GST and similar indirect taxes and all customs, duties or other governmental impositions, but excluding taxes calculated on net income, withholding taxes and non-recoverable indirect taxes. 1.10 "Third Parties" means any person(s) or entity(ies) other than a Party or an Affiliate. 1.11 "US GAAP" means United States Generally Accepted Accounting Principles. View More

Definitions. For purposes of this Agreement: (a) "Cause" shall have the meaning ascribed to such term in the Executive Severance Agreement or Executive Severance Policy, as applicable; (b) "Change in Control" shall have the meaning ascribed to such term in the Executive Severance Agreement or Executive Severance Policy, as applicable; (c) "Disability" shall have the meaning ascribed to such term in the Executive Severance Agreement or Executive Severance Policy, as applicable; (d) "Exchange Act" shall mean t...he U.S. Securities Exchange Act of 1934, as amended; (e) "Executive Severance Agreement" shall mean the Executive Severance Agreement between the Company or its Subsidiary and the Grantee, as amended from time to time; (f) "Executive Severance Policy" shall mean the Executive Severance Policy adopted by the Committee, and which applies to a termination of employment of a Grantee who has received an offer letter of employment from the Company or its Subsidiary that expressly extends the provisions of such Policy to such Grantee; (g) "Good Reason" shall have the meaning ascribed to such term in the Executive Severance Agreement or Executive Severance Policy, as applicable; (h) "Hexcel Group" shall mean the Company and its Subsidiaries; (i) "Incremental EBIT Leverage" is defined on Annex B attached hereto; (j) "Long-Term Performance Measures" shall mean Incremental EBIT Leverage, ROIC and Relative EPS Growth Rate as defined on Annex B attached hereto; (k) "Long-Term Performance Period" shall mean the period beginning on January 1, 2022 and ending on December 31, 2024; (l) "Maximum Share Award" is the maximum amount of unrestricted shares of Common Stock that can be awarded to the Grantee under this PBA, which is 200% of the PBA Target Share Award, exclusive of any amounts credited as dividend equivalents to Grantee pursuant to Section 6(c); (m) "PBA Shares" shall mean the unrestricted shares of Common Stock that Grantee is entitled to receive under this Agreement pursuant to Section 3, Section 4 or Section 5. (n) "PBA Target Share Award" shall mean the number of unrestricted shares of Common Stock set forth on Annex A (which number represents the number of unrestricted shares that can be awarded to the Grantee under this PBA if the Target Level of 100% for each of the Long-Term Performance Measures is achieved as set forth in Annex B); (o) "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) of the Exchange Act and shall include "persons acting as a group" within the meaning of Section 1.409A-3(i)(5)(v)(B) of the Treasury Regulations (or any successor provision); (p) "Relative Earnings Per Share Growth Rate" or "Relative EPS Growth Rate" is defined on Annex B attached hereto; (q) "Retirement" shall mean termination of the Grantee's employment with a member of the Hexcel Group, other than by reason of death or Cause, either (A) at or after age 65 or (B) at or after age 55 after five (5) years of employment by the Hexcel Group; (r) "Return on Invested Capital" or "ROIC" is defined on Annex B attached hereto; (s) "Subsidiary" shall mean any "subsidiary" of the Company within the meaning of Rule 405 under the Securities Act; (t) "Target Level" for each of the Long-Term Performance Measures is defined on Annex B; (u) "Threshold Level" for each of the Long-Term Performance Measures is defined on Annex B; (v) "Year 1" shall mean the period beginning on January 1, 2022 and ending on December 31, 2022; (w) "Year 2" shall mean the period beginning on January 1, 2023 and ending on December 31, 2023; and (x) "Year 3" shall mean the period beginning on January 1, 2024 and ending on December 31, 2024. Annex A NOTICE OF GRANT PERFORMANCE BASED AWARD HEXCEL CORPORATION 2013 INCENTIVE STOCK PLAN The following employee of Hexcel Corporation, a Delaware corporation, or a Subsidiary, has been granted a Performance Based Award in accordance with the terms of this Notice of Grant and the Agreement to which this Notice of Grant is attached. The terms below shall have the meanings ascribed to them below when used in the Agreement. View More

Definitions. As used herein, the following terms shall have the following respective meanings: (a) "Exercise Period" shall mean the period commencing with the date hereof and ending on the date that is the _____ year anniversary of the date the Holder Agreement terminates, unless sooner terminated as provided below, with such date being the "Termination Date". (b) "Exercise Price" shall mean $________ per Exercise Share, subject to adjustment pursuant to Section 5 below. (c) "Exercise Shares" shall mean the ...shares of Common Stock issuable upon exercise of this Warrant, subject to adjustment pursuant to the terms herein, including but not limited to adjustment pursuant to Section 5 below. View More

Definitions. 1.1 "Covered Aircraft" shall mean those Aircraft identified on Table 1 to the Purchase Agreement as of March 6, 2007. 1.2 [*] 1.3 [*] shall have the meaning set forth in Article 2, below. 1.4 [*] * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. P.A. No. 3157 [*] SA-24 BOEING PROPRIETARY Federal Express Corporation 6-1162-RCN...-1799 R1 Page 2 1.5 [*] 2. [*] 2.1 [*] 2.2 [*] 2.3 [*] 3. Methods of Performance. [*] 3.1 [*] 3.2 [*] 4. Project Approval. [*] * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. P.A. No. 3157 [*] SA-24 BOEING PROPRIETARY Federal Express Corporation 6-1162-RCN-1799 R1 Page 3 5. Confidentiality. The commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any of the information contained herein. Very truly yours, THE BOEING COMPANY By /s/ Kirsten Jensen Its Attorney-In-Fact ACCEPTED AND AGREED TO this Date: May 4, 2016 FEDERAL EXPRESS CORPORATION By /s/ Phillip C. Blum Its Vice President * Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that FedEx treats as private or confidential. P.A. No. 3157 [*] SA-24 BOEING PROPRIETARY The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 Fedex contract #07-0255-030 6-1162-LKJ-0726 Federal Express Corporation 3131 Democrat Road Memphis, TN 38125 Subject: [*] – SA-24 Accelerated Block B Aircraft Reference: Purchase Agreement No. 3157 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 777-FREIGHTER aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. View More

Definitions. The following definitions shall apply for all purposes of this Note: "Business Combination" means an intended initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Maker and one or more businesses. "Claim" has the meaning set forth in Section 15 hereof. "Conversion Price" has the meaning set forth in Section 7 hereof. "Event of Default" has the meaning set forth in Section 6 hereof. "IPO" has the meaning set forth... in Section 7 hereof. "Maker" has the meaning set forth in the recitals hereof. "Maturity Date" means the effective date of a Business Combination. "Note" means this Convertible Promissory Note. "Payee" has the meaning set forth in the recitals hereof. "Private Placement Warrants" has the meaning set forth in Section 7 hereof. "Warrants" has the meaning set forth in Section 7 hereof. View More

Definitions. For purposes of this Agreement, the following capitalized terms have the following meanings. In addition, capitalized terms used but not defined herein have the meanings ascribed to them in the Plan. "Agreement" means this Option Agreement. "Business Day" means a day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required to close under the laws of the United States of America or the State of Missouri. "Code" means the Internal Revenue Code of 1986. "Comm...ission" means the United States Securities and Exchange Commission. "Common Stock" means the common stock, par value $0.0001 per share, of the Company. "Company" means FutureFuel Corp., a Delaware corporation. "$" or "Dollar" means United States of America dollars. "Exercise Period" means the period commencing on the date of this Agreement and terminating at 5:00 p.m. St. Louis time on the Option Expiration Date. "Exercise Price" means $[____] per Share, as such price may be adjusted from time to time pursuant to Section 5. "Notice of Exercise" means the form of Notice of Exercise attached hereto as Exhibit A. "Option" means an option granted under this Agreement to purchase Shares. "Option Expiration Date" means [____]. "Participant" means the Person to whom Options have been granted as set forth on the first page of this Agreement or to whom an Option has been assigned or transferred as permitted hereunder. "Plan" means the Company's 2017 Omnibus Incentive Plan. "Shares" means shares of Common Stock, and any class of stock of the Company now or hereafter authorized into which such shares may be converted. View More

Definitions. Defined terms used herein without definition shall have the meanings given in the Original Agreement. Section 2. Amendment. Pursuant to the provisions of Section 9(f) of the Original Agreement, the Original Agreement is hereby amended as follows: (a) The Parties acknowledge and agree that pursuant to the provisions of Section 4(a)(i) of the Original Agreement, the Company agreed to pay to the Consultant, among other things, a cash "Services Fee" in the amount of $500,000 in cash, to be paid at c...ertain times, including $150,000 on the three month anniversary of the Effective Date, as set forth in Section 4(a)(ii)(2) of the Original Agreement (the "Second Payment"). (b) The Parties agree that, in lieu of making the Second Payment, the Company shall issue to the Consultant, on the Amendment Date, a warrant to acquire 37,500 shares of capital stock of the Company, to be in the form as attached hereby as Exhibit A (the "New Warrant"). The New Warrant shall be deemed fully earned and vested as of the Amendment Date and shall be non-returnable to the Company for any reason. (c) Upon issuance of the New Warrant, the cash "Services Fee" shall be deemed reduced to $350,000, of which $200,000 was paid on the Effective Date, and of which the remaining $150,000 shall remain due and payable on the six month anniversary of the Effective Date, as set forth in Section 4(a)(ii)(2) of the Original Agreement. Section 3. Remainder in Force. Other than as amended herein, the Original Agreement shall remain in full force and effect. Following the full execution of this Amendment, any references in the Original Agreement to the "Agreement" shall be deemed a reference to the Original Agreement as amended by this Amendment and the Original Agreement and this Amendment shall be interpreted and enforced as one combined agreement. 1 Section 4. Miscellaneous. (a) Headings. The article and section headings contained in this Amendment are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Amendment. (b) Governing Law. This Amendment, and all matters based upon, arising out of or relating in any way hereto, as well as the interpretation, construction, performance and enforcement of this Amendment, shall be governed by the laws of the United States and the State of Delaware, without regard to any jurisdiction's conflict-of-laws principles. (c) Execution in Counterparts, Electronic Transmission. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. View More

Definitions. As used herein, the following terms shall have the following respective meanings: (a) "Change of Control" has the meaning given such term in Section 5 of the Debentures. (b) "Conversion Price" has the meaning set forth in the Debentures. (c) "Debentures" means, collectively, each of the Debentures issued pursuant to the Purchase Agreement, including the New Debentures. (d) "Equivalent Amount" means, in relation to an amount in one currency, the amount in another currency that could be purchased ...by the amount in the first currency, determined by reference to the applicable Exchange Rate at the time of such determination. (e) "Exchange Rate" means, on the date of determination of any amount of Canadian Dollars to be converted into another currency pursuant to this certificate for any reason, or vice-versa, the spot rate of exchange for converting Canadian Dollars into such other currency or vice-versa, as the case may be, established by Thomson Reuters pursuant to the WM/Reuters 12 noon ET FIX FX Benchmark at approximately 12:30 p.m. (Toronto time) on the date of such determination (or such other date as may be specified herein). (f) "Exercise Period" means the time period commencing on the Initial 2022 Closing Date and ending on the 42 month anniversary of the Initial Closing Date. (g) "Exercise Price" means $0.2613 USD per share, subject to adjustment as provided in Section 3 hereof. (h) "Exercise Shares" means [•] Warrant Shares, subject to adjustment as provided in Section 3 of this Warrant. (i) "Holders" means (as the context requires) more than one of the holders of the New Warrants or all of the holders of the New Warrants collectively. (j) "Initial 2022 Closing Date" means the initial Closing of the sale of the New Debentures, New Warrants and Indus Warrants pursuant to the Purchase Agreement. (k) "Required Holders" means one or more Holders holding New Warrants exercisable for a majority of the total Exercise Shares issuable at the time. (l) "Warrants" means, collectively, each of the Warrants issued pursuant to the Purchase Agreement, including the New Warrants. (m) "Warrant Shares" means subordinate voting shares of the Company. Any capitalized term used but not defined herein shall have the meaning assigned to such term in or by reference in the Purchase Agreement. View More

Definitions. Capitalized terms used herein without other definition shall have the respective meanings herein assigned to such terms in the Loan. Section 2. Increase in Principal The Loan shall be increased by £52,088 in principal (or $60,000) for a total principal amount of £ 368,623. Section 3. Cancellation of Special 2019 Series A Preferred Stock. Lender shall take all steps and measures required by the Company and/or its transfer agent to cancel his one share of Special 2019 Series A Preferred Stock, suc...h that the Company will no longer have any outstanding shares of Special 2019 Series A Preferred Stock following the transaction. Section 4. Effectiveness of Amendment. The amendment provided in this Amendment shall be conditioned upon, and this Amendment shall not be effective until the execution and delivery of counterparts hereof by the parties hereto. Section 5. Miscellaneous. 5.1. Loan Ratified. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Holder under the Loan; or be construed to alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan, all of which are hereby confirmed and ratified in all respects and shall continue in full force and effect. 5.2. Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Facsimile signatures shall be considered originals for all purposes. View More