Definitions Contract Clauses (78,927)

Definitions. For purposes of these Grant Conditions and the Grant Letter: (a) "‘55 "Cause" shall mean any of the following, as determined in the sole discretion of the Employer: (1) commission of a felony or a crime involving moral turpitude; (2) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (3) violation of the Employer's Code of Conduct or employment policies, as in effect from time to time; (4) breach of any written noncompetition, confidentiality... or nonsolicitation covenant of the Grantee with respect to the Employer; or (5) gross negligence or misconduct in the performance of the Grantee's duties with the Employer. (b) "Involuntary Termination" shall mean the Employer's termination of the Grantee's employment other than for Cause. (c) "Long-Term Disability" shall mean the Grantee is receiving long-term disability benefits under the Employer's long-term disability plan. (d) ""55 / 5' 5" Rule Termination" shall mean the Grantee's termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer. (b) "Cause" shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer's Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee's duties with the Employer. (c) "Involuntary Termination" shall mean the Employer's termination of the Grantee's employment other than for Cause. (d) "Long-Term Disability" shall mean the Grantee is receiving long-term disability benefits under the Employer's long-term disability plan. View More

Definitions. For purposes of these Grant Conditions and the Grant Letter: (a) "‘55 / 5' Rule Termination" shall mean the Grantee's termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer. (b) Letters:(a) "Cause" shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or... misappropriation of funds with respect to the Employer; (iii) violation of the Employer's Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee's duties with the Employer. (c) (b) "Involuntary Termination" shall mean the Employer's termination of the Grantee's employment other than for Cause. (d) (c) "Long-Term Disability" shall mean the Grantee is receiving long-term disability benefits under the Employer's long-term disability plan. View More

Definitions. Each capitalized term that is used herein and is defined in the Indenture shall have the meaning specified in the Indenture unless such term is otherwise defined herein.ARTICLE herein. ARTICLE TWO TITLE, FORM AND TERMS OF THE BONDSSection BONDS Section 201. Title of the Bonds. This Twenty-Fourth Twenty-Sixth Supplemental Indenture hereby creates a series of Securities designated as the "1.85% "3.00% General Mortgage Bonds, Series Y, AA, due 2021" 2027" (the "Series Y AA Bonds"). For purposes of... the Indenture, the Series Y AA Bonds shall constitute a single series of Securities and, subject to the provisions, including, but not limited to Article Four of the Indenture, the Series Y AA Bonds shall be issued in an aggregate principal amount of $300,000,000.Section $300,000,000. Section 202. Form and Terms of the Bonds. The form and terms of the Series Y AA Bonds will be set forth in an Officer's Certificate delivered by the Company to the Trustee pursuant to the authority granted by this Twenty-Fourth Twenty-Sixth Supplemental Indenture in accordance with Sections 201 and 301 of the Indenture.Section Indenture. Section 203. Treatment of Proceeds of Title Insurance Policy. Any moneys received by the Trustee as proceeds of any title insurance policy on Mortgaged Property of the Company shall be subject to and treated in accordance with the provisions of Section 607(2) of the Indenture (other than the last paragraph thereof).ARTICLE thereof). ARTICLE THREE MISCELLANEOUS PROVISIONS The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Twenty-Fourth Twenty-Sixth Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities, communications or computer (software and hardware) services, 2 government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Twenty-Sixth Supplemental Indenture; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS TWENTY-SIXTH SUPPLEMENTAL INDENTURE, THE SERIES AA BONDS OR THE TRANSACTION CONTEMPLATED HEREBY. Except as expressly amended and supplemented hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects hereby ratified and confirmed. This Twenty-Fourth Twenty-Sixth Supplemental Indenture and all of its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided. This Twenty-Fourth Twenty-Sixth Supplemental Indenture shall be governed by, and construed in accordance with, the law of the State of New York. 2 This Twenty-Fourth Twenty-Sixth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. View More

Definitions. Each capitalized term that is used herein and is defined in the Indenture shall have the meaning specified in the Indenture unless such term is otherwise defined herein.ARTICLE herein. ARTICLE TWO TITLE, FORM AND TERMS OF THE BONDSSection BONDS Section 201. Title of the Bonds. This Twenty-Fourth Twenty-Fifth Supplemental Indenture hereby creates a series of Securities designated as the "1.85% "2.40% General Mortgage Bonds, Series Y, Z, due 2021" 2026" (the "Series Y Z Bonds"). For purposes of... the Indenture, the Series Y Z Bonds shall constitute a single series of Securities and, subject to the provisions, including, but not limited to Article Four of the Indenture, the Series Y Z Bonds shall be issued in an aggregate principal amount of $300,000,000.Section 202. Form and Terms of the Bonds. The form and terms of the Series Y Z Bonds will be set forth in an Officer's Certificate delivered by the Company to the Trustee pursuant to the authority granted by this Twenty-Fourth Twenty-Fifth Supplemental Indenture in accordance with Sections 201 and 301 of the Indenture.Section Indenture. Section 203. Treatment of Proceeds of Title Insurance Policy. Any moneys received by the Trustee as proceeds of any title insurance policy on Mortgaged Property of the Company shall be subject to and treated in accordance with the provisions of Section 607(2) of the Indenture (other than the last paragraph thereof).ARTICLE thereof). ARTICLE THREE MISCELLANEOUS PROVISIONS The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Twenty-Fourth Twenty-Fifth Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities, communications or computer (software and hardware) services, 2 government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Twenty-Fifth Supplemental Indenture; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE, THE SERIES Z BONDS OR THE TRANSACTION CONTEMPLATED HEREBY. Except as expressly amended and supplemented hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects hereby ratified and confirmed. This Twenty-Fourth Twenty-Fifth Supplemental Indenture and all of its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided. This Twenty-Fourth Twenty-Fifth Supplemental Indenture shall be governed by, and construed in accordance with, the law of the State of New York. 2 This Twenty-Fourth Twenty-Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. View More

Definitions. Except as otherwise expressly provided herein, capitalized terms used in this First Amendment shall have the meanings given in the Credit Agreement, Agreement (after giving effect to this Amendment), and the rules of interpretation set forth in the Credit Agreement shall apply to this First Amendment.

Definitions. Except as otherwise expressly provided herein, capitalized terms used in this First Amendment (including in the Recitals above) shall have the meanings given in the Credit Agreement, and the rules of interpretation construction set forth in the Credit Agreement shall apply to this First Amendment.

Definitions. Except as otherwise expressly provided herein, capitalized terms used in this First Amendment shall have the meanings given in the Existing Credit Agreement, and the rules of interpretation construction set forth in the Credit Agreement shall apply to this First Amendment.

Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated: "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 New York City. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Rule 158," "Rule 163," "Rule 164," "Rule 172," "Rule 173," "Rule 405," "Rule 415," "Rule 424" 424," "Rule 430A," "Rule... 430B," "Rule 430C," "Rule 433" and "Rule 433" 436" refer to such rules under the Act. View More

Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated: "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 New York City. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Rule 158," "Rule 163," "Rule 164," "Rule 172," "Rule 401," "Rule 405," "Rule 415," "Rule 424" 424," "Rule 433" and... "Rule 433" 456" refer to such rules under the Act. "Well-Known Seasoned Issuer" shall mean a well-known seasoned issuer, as defined in Rule 405. View More

Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below. "Employment "Severance Agreement" shall mean a written employment, change in control or change of control and severance agreement between the Award Recipient and the Company and/or a Subsidiary. Employment Agreement expressly does not include any offer letter, at-will employment arrangements or an employment or similar agreement entered into outside the United States solely for purposes of... complying with local law requirements with respect to employment. For purposes of this Agreement only and subject to Section 8, the term "Employment Agreement" Company. "Good Reason" shall include a written agreement under which mean the Award Recipient provides consulting voluntarily terminating his or other services as an independent contractor her employment, following a Change in Control, after the occurrence of any of the following circumstances (in each case, after notice by the Award Recipient to employer of the Company. circumstance, and failure by the employer to cure and eliminate such circumstance within 15 calendar days of such notice): (i) a requirement that the Award Recipient work principally from a location that is more than fifty (50) miles from his or her principal place of employment immediately prior to such Change in Control, or (ii) a ten percent or greater reduction in Award Recipient's Total Compensation from the amount of such Total Compensation immediately prior to such Change in Control. "Qualified Retirement" shall mean a retirement from Service in accordance with the Company's retirement policies by the Award Recipient in which, at the time of such retirement, the sum of the Award Recipient's age and consecutively aggregate 12-month completed periods of Service (whether or not such completed 12-month periods of Service, are consecutive), in each case without giving credit for any partial years, equals or exceeds 75. "Voluntary Termination" "Total Compensation" shall occur when mean aggregate of base salary, target bonus opportunity, employee benefits (retirement plan, welfare plans, and fringe benefits), and grant date fair value of equity-based compensation, but excluding for the Award Recipient voluntarily ceases Service for avoidance of doubt any reason or no reason (e.g., reductions caused by the Award Recipient elects failure to cease being an employee or director or provide consulting services or the Award Recipient resigns or quits). Notwithstanding the foregoing, a Voluntary Termination shall not occur achieve performance targets) taken as a result of termination of Service as a result of death, Disability or Qualified Retirement, or termination by the Award Recipient for "good reason" (in accordance with an Employment Agreement providing for such rights). whole. (Remainder of page intentionally left blank) EXECUTED on the date first written above. COMPANY: ORTHOFIX INTERNATIONAL N.V. By: Name: Title: AWARD RECIPIENT: By: Name: Title: EX-10.6 3 d836814dex106.htm EX-10.6 EX-10.6 EX-10.5 6 ofix-ex105_79.htm EX-10.5 ofix-ex105_79.htm Exhibit 10.6 10.5 Employee Restricted Stock Grant Agreement under the Orthofix International N.V. 2012 Long-Term Incentive Plan This Employee Restricted Stock Grant Agreement (the "Agreement") is made this _____ day of __________ (the "Grant Date") between Orthofix International N.V., a Curacao company (the "Company"), and the person signing this Agreement adjacent to the caption "Award Recipient" on the signature page hereof (the "Award Recipient"). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Orthofix International N.V. 2012 Long-Term Incentive Plan (the "Plan"). WHEREAS, pursuant to the Plan, the Company desires to afford the Award Recipient the opportunity to acquire Common Shares on the terms and conditions set forth herein; NOW, THEREFORE, in connection with the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows: 1. Grant of Restricted Stock. (a) Number of Shares/Vesting. The Company hereby grants to the Award Recipient, on the Grant Date, an Award of _____ shares of Stock ("Common Shares") under the Plan subject to the vesting schedule and terms and conditions set forth below (the "Restricted Stock"). Subject to earlier termination in accordance with the Plan or this Agreement and the terms and conditions herein, Restricted Stock granted under this Agreement shall vest with respect to 25% of the shares covered hereby on each of the first, second, third and fourth anniversaries of the Grant Date (each, a "Vesting Date"); provided, however, for the avoidance of doubt, that there shall be no proportionate or partial vesting in the periods prior to or between each Vesting Date. Date unless otherwise provided under this agreement or the Plan. (b) Additional Documents. The Award Recipient agrees to execute such additional documents and complete and execute such forms as the Company may require for purposes of this Agreement. (c) Issuance of Restricted Stock; Dividend and Distribution Rights. Upon the vesting of any Restricted Stock pursuant to the terms hereof, the restrictions of Sections 1(a) and 3 shall lapse with respect to such vested Restricted Stock. The issuance of the Restricted Stock under this grant shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry registration or issuance of one or more stock certificates. As the Award Recipient's vests as described above, the recordation of the number of Common Shares attributable to such Award Recipient will be appropriately modified. View More

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to "years," "months," or "days" shall mean "calendar years," "calendar months," and "calendar days." References in this Agreement to "including" shall mean "including, without limitation," whether or not so specified. Any term not defined below which is initially capitalized in... this Agreement shall have the meaning ascribed to it in this Agreement. 1 "Affiliate" means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term "beneficial owner" is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act") . 1 amended. "Business Day" shall mean any each day other than that is not a Saturday, a Sunday, Sunday or a other day on which banking institutions located in the State of New York are authorized or obligated by law or executive order to close. "Cash Investment" "Escrow Assets" shall mean the funds received from a Purchaser for its subscription of Common Units . Cash Investment shall not include any interest or other earnings thereon. "Cash Investment Instrument" shall mean a check made payable to "Branch Banking Escrow Assets set forth on Schedule A hereto and Trust Company, as escrow agent for Energy 11" representing a Purchaser's subscription proceeds for Common Units. "Closing" shall mean the closing conducted by the Company and the Dealer Manager with respect to the sale of the Minimum Amount (as defined below) of Common Units . "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to Section 3 of this Agreement. "Joint Written "Escrow Period" shall mean the period commencing on the date hereof and ending on the Termination Date set forth on Schedule A hereto. "Company Representative" shall mean the person(s) so designated on Schedule A hereto or any other person designated in a writing signed and delivered to Escrow Agent in accordance with the notice provisions of this Agreement. "Written Direction" shall mean a written direction executed and delivered by the Company and the Dealer Manager, compatible with Section 4 below directing the Escrow Agent to disburse all or a portion of the Escrow Funds or otherwise directing any party hereto to take or refrain from taking an action pursuant to this Agreement. Assets. Any Joint Written Direction relating to a disbursement of Escrow Funds shall certify with reasonable detail satisfactory to Escrow Agent in its sole discretion (i) that the Company has received and accepted subscription agreements (and the accompanying payments have been deposited in the Escrow Funds and have cleared) equal to the Minimum Amount and (ii) its instructions as to the payment of the subscription proceeds. Each Joint such Written Direction shall be accompanied by contain issuance instructions containing name, address, Taxpayer Identification Number, and other pertinent information, in each case to the documents set forth in Schedule B hereto. "Minimum Amount" shall mean $25 million, representing the sale of 1,315,790 Common Units. "Subscription Accounting" shall mean an accounting for all subscriptions for Common Units received and accepted by the Company as of the date of such accounting, indicating for each subscription the Purchaser's name, social security number and current address, the number and total purchase price of the subscribed Common Units, the date of receipt by the Dealer Manager of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any other information required for withholding purposes, any withdrawal of such subscription by the Purchaser, any rejection of such subscription by the Company, or other termination, for whatever reason, of such subscription. 2 "Termination Date" shall mean the date on which the Minimum Amount of Common Units have been sold or December ___, 2016, whichever event occurs first . extent not previously provided to Escrow Agent. View More

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to "years," "months," or "days" shall mean "calendar years," "calendar months," and "calendar days." References in this Agreement to "including" shall mean "including, without limitation," whether or not so specified. Any term not defined below which is initially capitalized in... this Agreement shall have the meaning ascribed to it in this Agreement. "Affiliate" means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term "beneficial owner" is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act") . 1 Act. "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Cash Investment" shall mean the funds received from a Purchaser for its subscription of Common Units . Cash Investment shall not include any interest or other earnings thereon. "Cash Investment Instrument" shall mean a check made payable to "Branch Banking and Trust Company, as escrow agent for Energy 11" representing a Purchaser's subscription proceeds for Common Units. "Closing" shall mean the each closing conducted by the Company and the Dealer Manager Underwriter with respect to the sale of a Series pursuant to a Registration Statement that has been declared effective by the Minimum Amount (as defined below) of Common Units . Commission. "Effective Time" shall mean, with respect to a Registration Statement relating to an Offering, the time when such Registration Statement has been declared effective by the 2 Commission. "Escrow Funds" shall mean with respect to any Offering the funds Proceeds deposited with Escrow Agent pursuant to Section 3 of this Agreement. Agreement (it being understood and agreed that any interest thereon is not included within the Escrow Funds but rather is payable to the Underwriter, for the benefit of the Investors, as specified in Section 6). "Joint Written Direction" shall mean (i) with respect to any Offering a written direction executed and delivered by the Company and the Dealer Manager, Underwriter, directing the Bank and Escrow Agent to disburse all or a portion of the Escrow Funds relating to such Offering or (ii) any other written direction executed and delivered by the Company and the Underwriter otherwise directing any party Party hereto to take or refrain from taking an action pursuant to this Agreement. Any Joint Written Direction relating to a disbursement of an Escrow Funds Fund shall certify with reasonable detail satisfactory to Escrow Agent in its sole discretion (i) that the Company Underwriter has received and accepted subscription agreements reservations for the Minimum Amount with respect to such Offering (and the accompanying payments related Proceeds have been deposited in the applicable Escrow Funds and have cleared) equal to the Minimum Amount Fund) and (ii) its the Company's instructions as to the payment of the subscription proceeds. applicable Proceeds. Each Joint Written Direction shall be accompanied by executed and completed certificates in substantially the documents set forth in form of Schedule B B-1 and Schedule B-2 hereto. "Minimum Amount" "Reservation Acceptance" shall mean $25 million, representing mean, with respect to an Offering, the sale of 1,315,790 Common Units. "Subscription Accounting" time at which the Underwriter receives and elects to accept reservations for the Minimum Amount, which time shall mean an accounting for all subscriptions for Common Units received and accepted by be no sooner than three days following the Company as of the date of such accounting, indicating for each subscription the Purchaser's name, social security number and current address, the number and total purchase price of the subscribed Common Units, the date of receipt by the Dealer Manager of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any other information required for withholding purposes, any withdrawal of such subscription by the Purchaser, any rejection of such subscription by the Company, or other termination, for whatever reason, of such subscription. 2 Effective Time. "Termination Date" shall mean mean, with respect to an Offering, the earlier of (i) the date on which the Underwriter has received and accepted reservations for the Minimum Amount of Common Units with respect to such Offering (and the related Proceeds have been sold deposited in the applicable Escrow Fund and have cleared) or December ___, 2016, whichever event occurs first . (ii) 5:00 p.m. New York City time on the 30th day following the applicable Effective Time. View More

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to "years," "months," or "days" shall mean "calendar years," "calendar months," and "calendar days." References in this Agreement to "including" shall mean "including, without limitation," whether or not so specified. Any term not defined below which is initially capitalized in... this Agreement shall have the meaning ascribed to it in this Agreement. "Affiliate" means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term "beneficial owner" is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act") . amended. 1 "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Cash Investment" shall mean the funds received from a Purchaser for its subscription number of Common Units . to be purchased by a Purchaser multiplied by the offering price of $19.00 until the Minimum Amount is achieved and thereafter $20.00, in each case per Common Unit as set forth in the Offering Document. Cash Investment shall not include any interest or other earnings thereon. "Cash Investment Instrument" shall mean a check check, money order or similar instrument made payable to "Branch Banking and Trust Company, as escrow agent "David Lerner Associates, Inc.", or those funds in a customer's account at the Dealer Manager which the customer has authorized to be used in full payment for Energy 11" representing a Purchaser's subscription proceeds for the Common Units. Units to be purchased by the customer. "Closing" shall mean the each closing conducted by the Company and the Dealer Manager with respect to the sale of the Minimum Amount (as defined below) of Common Units . Units. "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to Section 3 of this Agreement. Agreement and any interest and other earnings thereon. "Joint Written Direction" shall mean a written direction executed and delivered by the Company and the Dealer Manager, directing the Escrow Agent to disburse all or a portion of the Escrow Funds or otherwise directing any party hereto to take or refrain from taking an action pursuant to this Agreement. Any Joint Written Direction relating to a disbursement of Escrow Funds shall certify with reasonable detail satisfactory to Escrow Agent in its sole discretion (i) that the Company has received and accepted subscription agreements (and the accompanying payments have been deposited in the Escrow Funds and have cleared) equal to the Minimum Amount and (ii) its instructions as to the payment of the subscription proceeds. Each Joint Written Direction shall be accompanied by the documents set forth in Schedule B hereto. "Minimum Amount" "Pro Rata Basis" with respect to the allocation among Purchasers of interest and other earnings held in the Escrow Funds, shall mean $25 million, representing mean, for each Purchaser, the sale Purchaser's Cash Investment multiplied by the number of 1,315,790 Common Units. days the Cash Investment of such Purchaser was held in interest-bearing investments pursuant to Section 6 hereof, divided by the product of the total subscriptions multiplied by the number of days invested, multiplied by the investment earnings on the Escrow Funds during such period of days. "Subscription Accounting" shall mean an accounting for all subscriptions for Common Units received and accepted by the Company as of the date of such accounting, indicating for each subscription the Purchaser's name, social security number and current address, the number and total purchase price of the subscribed Common Units, the date of receipt by the Dealer Manager of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any other information required for withholding purposes, any withdrawal of such subscription by the Purchaser, any rejection of such subscription by the Company, or other termination, for whatever reason, of such subscription. 2 "Termination Date" shall mean the date on which the Minimum Amount of Common Units have has been sold or December ___, _____________, 2016, whichever event occurs first . first; provided, however, that the Company may extend the preceding date in this definition for up to 90 days upon delivery of a Joint Written Direction to Escrow Agent and its statement that it has received and accepted subscription statements (and the accompanying payments have been deposited in the Escrow Funds and have cleared) equal to the Minimum Amount. 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Definitions. All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein. Section 19 12 below sets forth meanings for certain of the capitalized terms used in this Agreement.

Definitions. All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein. Section 19 sets forth meanings definitions for certain of the capitalized terms used in this Agreement.

Definitions. All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise provided herein. Section 19 21 sets forth meanings for certain of the capitalized terms used in this Agreement.

Definitions. All the terms used herein and which are not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

Definitions. All terms used herein that are defined in the Credit Agreement and not otherwise defined herein shall have the meanings set forth assigned to them in the Credit Agreement. Agreement, as amended hereby.

Definitions. All terms used herein that are defined in the Credit Agreement and not otherwise defined herein shall have the meanings set forth assigned to them in the Credit Agreement.

Definitions. As used herein, the following terms shall have the corresponding meanings: 2.1. "Committee" shall mean the Board of Directors of the Corporation, or a duly constituted committee the Executive Committee of the Board consisting of three or more members, at least a majority Directors acting under authority delegated by the Board of which shall be "Non-Employee Directors" as such term is used in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Directors. 2.2 "Common Stock" shall mean the common stock, par value $1.00 per share, of the Corporation. 2.3. "Date of Grant" shall mean the date of grant the approval by the Committee of a Stock Option granted hereunder as set forth in the Stock Option Agreement. Award Terms and Conditions. In the event of a grant conditioned, among other things, upon stockholder ratification of this Plan, the date of such conditional grant shall be the Date of Grant for purposes of this Plan. 2.4. "Non-Employee Director" "Employee" shall mean a person that is an elected or appointed member of the board of directors of a corporation, who is not a any common-law employee of the corporation. Corporation. The determination of whether or not a person is a Non-Employee an Employee of the Corporation with respect to the grant or exercise of a an Incentive Stock Option shall be made in accordance with the rule of Income Tax Regulation Section 1.421-7(h) (or successor regulation). 2.5. "Fair Market Value" shall mean, with respect to the exercise grant of an option under the Plan, (a) if the Common Stock is listed on a national securities exchange or the NASDAQ Global Market, the closing price of the Common Stock for the business day immediately preceding the day of the Date of Grant, or (b) if the Common Stock is not then listed on an exchange, the average of the closing bid and asked prices per share for the Common Stock in the over-the-counter market as quoted on NASDAQ such market for the business day of the Date of Grant, or (c) if the Common Stock is not then listed on any exchange or quoted on NASDAQ, an over-the-counter market, an amount determined in good faith by the Committee to be the fair market value of the Common Stock, after consideration of all relevant factors. factors, on the Date of Grant. In all events, "Fair Market Value" shall be determined in good faith by the Committee in a manner that will comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. 2.6 "Nonqualified Stock Option" shall mean a Stock Option which is not intended to qualify for tax treatment as an "incentive stock option" under Section 422 of the Code. 2.7. 2.7 "Option Exercise Price" shall mean the price paid for Shares upon the exercise of a Stock Option granted hereunder. 2.8. 2.8 "Optionee" shall mean any person entitled to exercise a Stock Option pursuant to the terms of the Plan. 1 2.9. 2.9 "Stock Option" shall mean a stock option giving an Optionee the right to purchase shares of the Corporation's Common Stock. Stock Options granted under the Plan shall be Nonqualified Stock Options. 1 3. ADMINISTRATION. 3.1 AUTHORITY; INDEMNIFICATION. Within the limitations described herein, the Committee shall administer the Plan, select the Employees of the Corporation, including officers of the Corporation, to whom Stock Options shall be granted, determine the number of Shares to be subject to each grant, determine the method of payment upon exercise of each Stock Option, determine all other terms of Stock Options granted hereunder and interpret, construe and implement the provisions of the Plan. All questions of interpretation of the Plan or any Stock Option granted under the Plan shall be determined by the Committee, and such decisions shall be binding upon all persons having an interest in the Plan and/or any Stock Option. No member of the Committee shall be liable for any action or determination made in good faith, and the members shall be entitled to indemnification and reimbursement in the manner provided in the Corporation's Certificate of Incorporation, or as otherwise permitted by law. A member of the Committee shall be eligible to receive a grant of a Stock Option under the Plan on the same terms as other Employees. However, if the Committee grants Stock Options to a member of the Committee, such grant shall not be effective until such grant is approved by the Compensation Committee, consisting of three or more "independent directors" as defined in and determined pursuant to the Marketplace Rules of the NASDAQ Global Market, Inc. ("NASDAQ") or any other stock exchange upon which the Common Stock of the Corporation is listed. 3.2 RULE 16B-3 COMPLIANCE. With respect to the participation of eligible participants who are subject to Section 16(b) of the Exchange Act, the Plan shall be administered in compliance with the requirements of Rule 16b-3. View More

Definitions. (a) As used in this Agreement, the following terms shall have the following meaning: (i) "Subscription Date" means the date of this Agreement. (ii) "Investor" has the meaning set forth in the preamble to this Agreement. (iii) "Register," "registered" and "registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering... securities on a delayed or continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the "SEC"). (iv) "Registered Securities" will have the same meaning as set forth in the Purchase Agreement. (v) "Registration Statement" means the Company's registration statement on Form S-1, or any similar registration statement of the Company filed with SEC under the Securities Act with respect to the Registered Securities. (vi) "EDGAR" means the SEC's Electronic Data Gathering, Analysis and Retrieval System. (vii) "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same will then be in effect. (b) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. View More

Definitions. (a) As used in this Agreement, the following terms shall have the following meaning: (i) "Subscription Date" means the date of this Agreement. (ii) "Investor" has the meaning set forth in the preamble to this Agreement. (iii) "Register," "registered" and "registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering... securities on a delayed or continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the "SEC"). (iv) "Registered Securities" will have the same meaning as set forth in the Purchase Agreement. 1 (v) "Registration Statement" means the Company's registration statement on Form S-1, or any similar registration statement of the Company filed with SEC under the Securities Act with respect to the Registered Securities. (vi) "EDGAR" means the SEC's Electronic Data Gathering, Analysis and Retrieval System. (vii) "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same will then be in effect. (b) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. View More

Definitions. (a) As used in this Agreement, the following terms shall have the following meaning: (i) "Subscription Date" means the date of this Agreement. (ii) "Investor" has the meaning set forth in the preamble to this Agreement. (iii) "Register," "registered" and "registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering... securities on a delayed or continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and Exchange Commission (the "SEC"). (iv) "Registered Securities" will have the same meaning as set forth in the Purchase Agreement. 1 (v) "Registration Statement" means the Company's registration statement on Form S-1, S- 1, or any similar registration statement of the Company filed with SEC under the Securities Act with respect to the Registered Securities. (vi) "EDGAR" means the SEC's Electronic Data Gathering, Analysis and Retrieval System. (vii) "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder, all as the same will then be in effect. (b) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. View More