Definitions Contract Clauses (26,161)

Definitions. All capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Existing Agreement unless specifically defined herein.

Definitions. For the purposes of the charts, calculations and conditions below: a. "Average Market Value," with respect to a company, shall mean the average closing trading price of a company's shares on the principal exchange on which such shares are then traded, during the 30 consecutive calendar days ending on (and including) a specified date, as reported by the applicable principal exchange on which such company's shares are listed or quoted, or by such other authoritative source as the Administrator may... determine. b. "Prior Achievement Sum" means the sum of the Achievement Factors (as defined below) for Performance Period 1, Performance Period 2 and Performance Period 3. c. "Relative TSR" shall mean the Company's TSR relative to the TSR of the companies that comprise the S&P 500 Index as of the last day of the Performance Period, expressed as a percentile. d. "TSR" means the compound annual total stockholder return of the Company (or of a company in the S&P 500 Index, as applicable), as measured by the change in the price of a Share (or the publicly traded securities of a company in the S&P 500 Index, as applicable) over the Performance Period (positive or negative), calculated based on the Average Market Value on the first day of the Performance Period as the beginning share price, and the Average Market Value on the last day of the Performance Period as the ending share price, and assuming dividends (if any) are reinvested based on the price of a Share (or the publicly traded securities of a company in the S&P 500 Index, as applicable) in accordance with the "gross" or "total" return methodology as defined by S&P Dow Jones. View More

Definitions. (a) Exercise Price. The exercise price for the Shares initially shall be $2.00 per share, as adjusted from time to time (such price, as adjusted from time to time, is herein referred to as the "Exercise Price"). (b) Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing six months from the date hereof and ending at 5:00 p.m. New York time on September 23, 2023 subject to the restrictions in Section 17 hereof. (c) The Shares. The term "Shares" shall me...an shares of the Company's common stock, par value $0.001 per share. View More

Definitions. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Merger Agreement, as amended hereby.

Definitions. 8.1 Confidentiality. 8.2 Interest Computation. 8.3 Payments. 8.4 Monthly Accountings. 8.5 Notices. 8.6 Authorization to Use Borrower Name, Etc. 8.7 Severability. 8.8 Integration. 8.10 No Liability for Ordinary Negligence. 8.11 Amendment. 8.12 Time of Essence. 8.13 Lender Expenses. 8.14 Benefit of Agreement. 8.15 Joint and Several Liability. 8.17 Loan Monitoring. 8.18 Paragraph Headings; Construction; Counterparts. 8.19 Correction of Loan Documents. 8.20 Governing Law; Jurisdiction; Venue. 8.21 W...ithholding; Gross-up. 8.23 Electronic Execution of Documents. 8.24 Relationship. 8.25 Third Parties. View More

Definitions. The definitions of Agreement, Beneficiary, Obligations, Credit Agreement, and Notes as set forth in the Deed of Trust are modified to provide as follows, and the definitions of Special Project Loan Agreement and Special Project Revolving Credit Note are added as follows: (a) Agreement. The word "Agreement" means the Prior Agreement as amended, modified, continued and restated by the Credit Agreement. (b) Beneficiary. The word "Beneficiary" means Pinnacle Bank and its successors and assigns. (c) ...Obligations. The word "Obligations" means all of the Obligations as defined in the Deed of Trust, the Obligations defined in the Credit Agreement including but not limited to the Notes (together with any and all modifications, extensions, amendments, consolidations, substitutions, replacements, supplements, or renewals thereof), and the Obligations as defined in the Special Project Loan Agreement dated April 10, 2018, including but not limited to the Special Project Revolving Credit Note dated April 10, 2018 (together with any and all modifications, extensions, amendments, consolidations, substitutions, replacements, supplements, or renewals thereof), all of which are incorporated herein as if fully set forth in this Modification. (d) Credit Agreement. The words "Credit Agreement" mean the Credit Agreement dated April 26, 2016, by and between Grantor and the Beneficiary, as the same may be amended, restated, renewed, extended, supplemented or otherwise modified from time to time (including without limitation the Fourth Loan Modification Agreement dated April 10, 2018), which Credit Agreement amends, modifies, continues, and restates the Prior Agreement. (e) Notes. The word "Notes" means the three promissory notes dated April 26, 2016, executed and delivered pursuant to the Credit Agreement by Grantor in favor of Beneficiary as follows: Revolving Credit Note in the principal amount of $7,000,000.00, Term Loan A Note in the principal amount of $1,816,609.03, and Term Loan B Note in the principal amount of $5,271,410.83, as the same, or any of them, may be amended, restated, renewed, extended, supplemented or otherwise modified from time to time. (f) Special Project Loan Agreement. The words "Special Project Loan Agreement" mean the Special Project Loan Agreement by and between Grantor and the Beneficiary dated April 10, 2018, as the same may be amended, restated, renewed, extended, supplemented or otherwise modified from time to time. (g) Special Project Revolving Credit Note. The words "Special Project Revolving Credit Note" mean the Special Project Revolving Credit Note dated April 10, 2018, in the principal amount of $6,000,000.00, executed and delivered pursuant to the Special Project Loan Agreement by Grantor in favor of Beneficiary, as the same may be amended, restated, renewed, extended, supplemented or otherwise modified from time to time. 2 3. Agreement. All references in the Deed of Trust to "Agreement" shall mean the "Agreement" as defined in this Modification. View More

Definitions. (a) "Award" means an award made pursuant to the Plan. (b) "Award Agreement" means the agreement entered into between the Company and a Participant, setting forth the terms and conditions applicable to an Award granted to the Participant. An Award Agreement may be provided in electronic format. (c) "Board" means the Board of Directors of the Company. (d) "Code" means the Internal Revenue Code of 1986, as amended. (e) "Code section 162(m) Award" means an Award intended to satisfy the requirements ...of Code section 162(m) and designated as such in an Award Agreement. (fe) "Committee" means the committee appointed by the Board as described under Section 5. (gf) "Company" means Markel Corporation, a Virginia corporation. (h) "Covered Employee" means a covered employee within the meaning of Code section 162(m)(3). (ig) "Executive Employee" means all executive officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended) of the Company (or any Parent or Subsidiary of the Company, whether now existing or hereafter created or acquired). (jh) "Parent" means, with respect to any corporation, a parent of that corporation within the meaning of Code section 424(e). (ki) "Participant" means an Executive Employee selected from time to time by the Committee to participate in the Plan. (lj) "Performance Award" means an award based on Performance Criteria and the percentage(s), as set forth in an award schedule, that will, when multiplied by a Participant's base salary, determine the amount of the Participant's Award. (mk) "Performance Criteria" means the criteria selected by the Committee to measure performance for a Plan Year or Plan Years based on any of the following: (i) growth in book value; (ii) total shareholder return; (iii) underwriting loss ratio; (iiiiv) underwriting combined ratio; (ivv) expense ratio; (vvi) revenue growth; (vivii) comprehensive income; and (vii)(viii) earnings before interest, taxes, depreciation and amortization (EBITDA) for any of the Company's non-insurance Subsidiaries, divisions or business units; or (ix) any other performance criteria that the Committee may select in its discretion. Book value or any other Performance Criteria for purposes of a Performance Award may be increased or decreased by the Committee to reflect transactions not in the ordinary course which may affect book valuesuch Performance Criteria, including but not limited to, share issuances or conversions, share repurchases, dividends, distributions or other transactions affecting book valuesuch Performance Criteria. (nl) "Plan Year" means the fiscal year of the Company. (om) "Subsidiary" means, with respect to any corporation, a subsidiary of that corporation within the meaning of Code section 424(f). View More

Definitions. Terms capitalized herein but not defined herein shall have the meanings given to such terms in the Securities Purchase Agreement. In the event of any conflict or inconsistency between a term defined herein and in any of the Underlying Agreements, such term as used in this Agreement shall govern and have the meaning ascribed to it in this Agreement for the purposes of this Agreement. All references to "$" shall be to lawful currency of the United States of America, unless otherwise specified. All... references to Sections, Exhibits, and other provisions are to Sections, Exhibits and other provisions of this Agreement unless otherwise expressly stated. The following terms used in this Agreement are defined as follows: "Acceleration" means the acceleration, exercise of redemption rights, required redemption, exercise of prepayment rights or the occurrence of the Maturity Date (as defined in the Series B Note or Investor Note, as applicable), in whole or in part, of the Series B Note or the Investor Note, as applicable, in accordance with this Agreement or the applicable Underlying Agreement. "Bankruptcy Code" means Title 11 of the U.S. Bankruptcy Code. "Default" means, as applicable, a Default (as defined in the Investor Note) or an Event of Default (as defined in the Series B Note). "Netting Party" means the Party exercising the right to effect any Netting hereunder or under the applicable Underlying Agreement. "Other Party" means the Party other than the Netting Party. "Obligation" or "Obligations" means, with respect to a Party, each and every present or future payment or performance obligation or liability of such Party under this Agreement or an Underlying Agreement, whether fixed, matured, unmatured, liquidated, or unliquidated. "Unpaid Amounts" means, as of any date of determination, the Obligations owed by one Party to the other under such Underlying Agreements that have not been paid as of the date of determination, whether or not such amounts are then due and payable and without regard to the fair market value of the Series B Note or the Investor Note at such time, as applicable. View More

Definitions. For purposes of this Plan, A. "Change in Control" shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of Constellation, or a change in the ownership of a substantial portion of the assets of Constellation, as defined in Treasury Regulation §§1.409A-3(i)(5)(v), (vi) and (vii): (i) any merger or consolidation that results in the voting securities of Constellation outstanding immediately prior th...ereto representing (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of Constellation or such surviving or acquiring entity outstanding immediately after such merger or consolidation; (ii) any sale of all or substantially all of the assets of Constellation; (iii) the complete liquidation or dissolution of Constellation; or (iv) the acquisition of "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) of securities of Constellation representing 50% or more of the combined voting power of Constellation's then outstanding securities (other than through a merger or consolidation or an acquisition of securities directly from Constellation) by any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than Constellation, any trustee or other fiduciary holding securities under an employee benefits plan of Constellation or any corporation owned directly or indirectly by the stockholders of Constellation in substantially the same proportion as their ownership of stock of Constellation. B. "Cause" shall mean (i) a material breach of any material term of any applicable offer letter or the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement referred to below, (ii) a plea of guilty or nolo contendere to, or conviction of, the commission of a felony offense or a crime of dishonesty, (iii) repeated unexplained or unjustified absences, refusals or failures to carry out the lawful directions of the Board of Directors of the Company (the "Board") or the Chief Executive Officer, or the employee's supervisor, or (iv) willful misconduct that results or is reasonably likely to result in material harm to Constellation. 2 C. "Good Reason" is defined as: (1) a material diminution in the Officer's base compensation; (2) a material diminution in the Officer's authority, duties, or responsibilities; (3) a material diminution in the authority, duties, or responsibilities of the employee to whom the Officer is required to report, including a requirement that an Officer report to a corporate officer or employee instead of reporting directly to the Board (or similar governing body with respect to an entity other than a corporation); (4) a material diminution in the budget over which the Officer retains authority; (5) a material change in the geographic location at which the Officer must perform the services; or (6) any other action or inaction that constitutes a material breach by the Company of any agreement under which the Officer provides services. In order to establish a "Good Reason" for terminating employment, an Officer must provide written notice to the Company of the existence of the condition giving rise to the Good Reason, which notice must be provided within 90 days of the initial existence of such condition, the Company must fail to cure the condition within 30 days thereafter, and an Officer's termination of employment must occur no later than one year following the initial existence of the condition giving rise to Good Reason. View More

Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Servicing Agreement, a copy of which has been delivered by the Servicer to the Subservicer.