Definitions Contract Clauses (26,161)

Definitions. "Affiliate" of a person means a person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the person specified. "Common Stock Deemed Outstanding" means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to Sections 9(e)(ii)(1) and 9(e)(ii)(2) hereof regardless of whether the Options or Convertible Securitie...s are actually exercisable at such time, but excluding any shares of Common Stock owned or held by or for the account of the Company or issuable upon exercise of the Warrants. "Convertible Securities" means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock. "Exercise Price" means (i) during the period commencing on the Original Issue Date to and including July __, 2019 an amount equal to $1.30 per share; and (ii) during the period commencing on July __, 2019 to and including the Expiration Date, an amount equal to $1.50 per share (in each case, as adjusted from time to time as provided herein). "Market Price" means the last sale price of the Common Stock on the Trading Market on the Trading Day immediately preceding the issuance by the Company of Common Stock or Convertible Securities. "Options" means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities. "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof. "Trading Day" means any day on which trading of the Common Stock occurs on the applicable Trading Market. "Trading Market" means the NYSE American or, if the Company's Common Stock is not then listed on the NYSE American, then such exchange or quotation system on which the Common Stock then primarily trades. View More

Definitions. As used in this Note, the following terms, unless the context otherwise requires, have the following meanings: (i) "Business Day" means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States, or any day on which banking institutions in Los Angeles, California are authorized or required by law or other governmental action to close. (ii) "Holder" when the context refers to a holder of this Note, shall mean any person who shall at the time be the regist...ered holder of this Note. (iii) "Issuance Date" means the date of this Note. View More

Definitions. 1.1Accelerated Benefit. 1.2Beneficiary. 1.3Beneficiary Designation Form. 1.4Board. 1.6Code. 1.7ERISA. 1.8Net Amount-at-Risk. 1.9Plan. 1.10Separation from Service. 1.11Unforeseeable Emergency.

Definitions. All terms used herein that are defined in the Credit Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 1 2. Waiver. (a) Pursuant to the request by the Loan Parties, but subject to satisfaction of the conditions set forth in Section 4 hereof, and in reliance upon (A) the representations and warranties of Loan Parties set forth herein and in the Credit Agreement and (B) the agreements of the Loan Parties set forth herein, the Agents and th...e Required Lenders hereby waive any Defaults and Events of Default under the Credit Agreement that have solely arisen or would otherwise solely arise under Section 10.5(i) of the Credit Agreement solely by reason of the Loan Parties failing to comply with the financial covenants in Section 6.5 of the Credit Agreement for the period ending March 31, 2018. (b) The waiver in this Section 2 shall be effective only in this specific instance and for the specific purpose set forth herein and does not allow for any other or further departure from the terms and conditions of the Credit Agreement or any Other Document, which terms and conditions shall continue in full force and effect. View More

Definitions. (k)"Performance Measure" means any of the factors from among the following objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target, in each case as specified by the Committee: profit before tax; revenue (on an absolute b...asis or adjusted for currency effects); net revenue; earning (which may include earnings before interest and taxes, earning before taxes and net earnings); operating income; operating margin; operating profit; controllable operating profit, or net operating profit; net profit; gross margin; operating expenses or operating expenses as a percentage of revenue; net income; earning per share; total stockholder return; market share; return on assets or net assets; the company's stock price; growth in stockholder value relative to a pre-determined index; return on equity; return on invested capital; cash flow (including free cash flow or operating cash flows); cash conversion cycle; economic value added; contract awards or backlog; overhead or other expense reduction; credit rating; strategic plan development and implementation; improvement in workforce diversity; customer indicators; new product invention or innovation; attainment of research and development milestones; improvements in productivity; attainment of objective operating goals and employee metrics; or any other measure determined appropriate in the Committee's discretion. (l)"Performance Period" means any Fiscal Year or such other period as determined by the Committee. (m)"Plan" means this Electronic Arts Inc. Executive Bonus Plan, as amended from time to time. View More

Definitions. 1.1 "Code" means the Internal Revenue Code of 1986, as amended. 1.2 "Employer" means the Company, the Subsidiaries and any Parent and affiliated companies, but specifically excludes Tracinda Corporation, its stockholder or stockholders, and its subsidiaries. 1.3 "Fair Market Value" means the closing price of a share of Stock reported on the New York Stock Exchange ("NYSE") or other applicable established stock exchange or over the counter market on the applicable date of determination, or if no ...closing price was reported on such date, the first trading day immediately preceding the applicable date of determination on which such a closing price was reported. In the event shares of Stock are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate. 1.4 "Parent" means a parent corporation as defined in Section 424(e) of the Code. 1.5 "Restricted Stock Unit" means an award granted to a Participant pursuant to Article 8 of the Plan, except that no shares of Stock are actually awarded or granted to the Participant on the date of grant. 1.6 "Section 409A" means Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable. 1.7 "Stock" means the Company's common stock, $.01 par value per share. 1.8 "Subsidiary" means a subsidiary corporation of the Company as defined in Section 424(f) of the Code or corporation or other entity, whether domestic or foreign, in which the Company has or obtains a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise. View More

Definitions. In addition to the words and phrases defined in other sections of the Plan, the following words and phrases shall be defined as follows for purposes of the Plan. "Board" means the Board of Directors of the Company. "Cause," as it relates to the termination of a Participant's employment, means a Participant's:(i) Intentional act of fraud, embezzlement, theft or any other material violation of law in connection with the Participant's duties or in the course of his employment with a Participating E...mployer;(ii) Intentional wrongful damage to material assets of a Participating Employer;(iii) Intentional wrongful disclosure of material confidential information of a Participating Employer;(iv) Intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty;(v) Intentional breach of any stated material employment policy of a Participating Employer; (vi) Intentional neglect of duties and responsibilities; or(vii) Breach of the Restrictive Covenant Agreement referred to in Section 4 of the Plan. No act, or failure to act, on the part of a Participant shall be deemed "intentional" if it was due primarily to an error in judgment or negligence but shall be deemed "intentional" only if done, or omitted to be done, by the Participant in bad faith or without reasonable belief that his or her action or omission was in or not opposed to the best interest of the Participating Employer. Failure to meet performance standards or objectives of a Participating Employer shall not, in and of itself, constitute Cause for purposes hereof. "Effective Date" means the effective date of the Plan set forth in Section 12. "Senior Executive" means an employee of the Company who is identified (by name or title) for participation in the Plan in an attached addendum. "Participant" means a Senior Executive who is eligible for participation in the Plan and executes a Restrictive Covenant Agreement as described in Section 4, below and who has not ceased to be eligible for participation pursuant to Section 4. "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, including 1 proposed, temporary or final regulations or any other guidance, promulgated with respect to such Section by the Secretary of the Treasury or the Internal Revenue Service. View More

Definitions. The following terms, as used herein, shall have the following meanings: (a) "Annual Base Salary" with respect to any Plan Year shall mean the total amount paid by Foot Locker and its subsidiaries to a participant during such Plan Year without reduction for any amounts withheld pursuant to participation in a qualified "cafeteria plan" under Section 125 of the Code, a qualified transportation arrangement under Section 132(f)(4) of the Code, or a cash or deferred arrangement under Section 401(k) of... the Code. Annual Base Salary shall not include any amount paid or accruing to a participant under the Foot Locker Long-Term Incentive Compensation Plan or any other incentive compensation or bonus payment or extraordinary remuneration, expense allowances, imputed income or any other amounts deemed to be indirect compensation, severance pay and any contributions made by Foot Locker to this or any other plan maintained by Foot Locker or any other amounts which, in the opinion of the Committee, are not considered to be Annual Base Salary for purposes of the Plan. (b) "Board" shall mean the Board of Directors of Foot Locker. (c) "Change in Control" shall mean any of the following: (i) the merger or consolidation of the Company with, or the sale or disposition of all or substantially all of the assets of the Company to, any person other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) fifty percent (50%) or more of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation; or (B) a merger or capitalization effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), of securities representing more than the amounts set forth in (ii) below; (ii) the acquisition of direct or indirect beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934), in the aggregate, of securities of the Company representing thirty-five percent (35%) or more of the total combined voting power of the Company's then issued and outstanding voting securities by any person acting in concert; or (iii) during any period of not more than twelve (12) months, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2⁄3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof. (d) "Committee" shall mean the Compensation and Management Resources Committee of the Board. (e) "Individual Target Award" shall mean the targeted performance award for a Performance Period specified by the Committee as provided in Section 6 herein. (f) "Payment Date" shall mean the date selected by the Committee for payments under the Plan to be made following the finalization, review and approval of performance goal achievements for the Performance Period, which date shall be within two and one-half months following the end of the Performance Period. (g) "Performance Period" shall mean the period of one or more Plan Years as determined by the Committee, beginning with the Plan Year in which the award is made. (h) "Plan Year" shall mean Foot Locker's fiscal year during which the Plan is in effect. (i) "Termination" shall mean: (1) a termination of service for reasons other than a military or personal leave of absence granted by the Company or a transfer of a Participant from or among the Company and a parent corporation as defined under Code Section 424(e) or a subsidiary or (2) when a subsidiary, which is employing a Participant, ceases to be a 2 subsidiary. View More

Definitions. 1.1. "Accrued Compensation" means (a) earned but unpaid Base Salary (as defined below) and (b) unpaid expense reimbursements. 1.2. "Board of Directors" means the Board of Directors of Vishay. 1.3. "Cause" means any of the following: (a) Executive's conviction of a felony or any other crime involving moral turpitude (whether or not involving Vishay and/or its subsidiaries); (b) any act or failure to act by Executive involving dishonesty, fraud, misrepresentation, theft or embezzlement of assets f...rom Vishay and/or its subsidiaries; or (c) Executive's (i) willful and repeated failure to substantially perform his duties under this Agreement (other than as a result of total or partial incapacity due to physical or mental illness or injury) or (ii) willful and repeated failure to substantially comply with any policy of Vishay and/or its subsidiaries applicable to Executive; provided, however, that a termination pursuant to this clause (c) will not become effective unless Executive fails to cure such failure to perform or comply within twenty (20) days after written notice thereof from Vishay Americas. For avoidance of doubt, a termination due to Disability will not constitute a termination without Cause. 1.4. "Change in Control" has the meaning defined in the Stock Incentive Program. 1.5. "Compensation Committee" means the Compensation Committee of the Board of Directors. 1.6. "Competing Business" means any business or venture located anywhere in the world that is engaged in any business activities to the extent Vishay or any subsidiary or affiliate of Vishay is engaged in such activities or has significant plans to enter into such activities on the Date of Termination. 1.7. "Date of Termination" means (a) the effective date on which Executive's employment by Vishay Americas terminates within the meaning of a "separation from service" under section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), or (b) if Executive's employment by Vishay Americas terminates by reason of death, the date of Executive's death. 1.8. "Disability" means a disability entitling Executive to long-term disability benefits under a plan of Vishay (or a subsidiary or affiliate of Vishay). 1.9. "Good Reason" means: (a) without Executive's express written consent, the occurrence of any of the following events: (i) any material and adverse change in Executive's titles, offices, duties, or responsibilities (including reporting responsibilities) with respect to Vishay or any subsidiary or affiliate of Vishay from those set forth in this Agreement; (ii) a material reduction in Executive's annual Base Salary (as the same may be increased from time to time after the Effective Date); (iii) relocation of Executive's principal place of performance by more than 50 kilometers from [Address Redacted] (excluding for this purpose reasonable travel from time to time); or (iv) a material breach of this Agreement by Vishay Americas; provided however, that none of the foregoing events or conditions will constitute Good Reason unless Executive provides Vishay Americas with written objection to the event or condition within 30 days following the initial occurrence thereof, Vishay Americas does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and Executive resigns his employment within 90 days following the expiration of that cure period. (b) In addition, if there occurs a Change in Control that also constitutes a "change in control event" as described in Treas. Reg. § 1.409A-3(i)(5)(i), then solely for the 12 month period beginning four months after that "change in control event," any resignation by Executive (other than a resignation when Cause exists) will constitute a resignation for Good Reason solely for purposes of Section 6.2(a). 1.10. "Non-Competition Period" means the period commencing upon the Effective Date and ending on the first anniversary of the Date of Termination. 1.11. "Non-Solicitation Period" means the period commencing upon the Effective Date and ending on the first anniversary of the Date of Termination. 1.12. "Stock Incentive Program" means the Vishay Intertechnology 2007 Stock Incentive Program. View More

Definitions. In addition to the terms defined elsewhere in this Warrant, for the purposes of this Warrant, the following terms shall have the meanings set forth below: "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. "FINRA" means the Financial Industry Regulatory Authority, Inc. "Law" or "Laws" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, r...esolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any governmental authority. "Order" means any order, writ, injunction, judgment or decree. "Person" means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein. "SEC Filings" means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act for the three (3)-year period preceding the Original Issue Date (or such shorter period as the Company was required by Law to file such material), including the exhibits thereto and documents incorporated by reference therein. View More