Definitions Contract Clauses (26,161)

Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) "FINRA" means the Financial Industry Regulatory Authority, Inc. (b) "NextGen Seller" means the Stockholder and any transferee or assignee to whom the Stockholder assigns its rights under this Agreement in accordance with Section 8 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in ...accordance with Section 9 and who agrees to become bound by the provisions of this Agreement. (c) "Person" means any individual or entity including but not limited to any corporation, limited liability company, association, partnership, organization, business, individual, governmental or political subdivision thereof or governmental agency. (d) "Registrable Securities" means (i) any Purchaser Shares owned by any NextGen Seller at any time and (ii) any other securities issued or issuable with respect to any Purchaser Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization (it being understood that for purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, once issued, such Registrable Securities shall cease to be Registrable Securities when (x) they have been registered under the Securities Act, the registration statement in connection therewith has been declared effective, and they have been disposed of pursuant to such effective registration statement, (y) they are eligible to be sold or distributed pursuant to Rule 144 by such NextGen Seller without limitation, or (z) they shall have ceased to be outstanding. 1 (e) "Rule 415" means Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous or delayed basis. (f) "SEC" means the United States Securities and Exchange Commission. View More

Definitions. For purposes of this Agreement, unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Merger Agreement.

Definitions. (a)Award Agreement has the meaning set forth in Section 2 of these Terms and Conditions. (b)Communication of Award means the communication delivered by an authorized representative of the Company to the Participant identifying that an Award has been granted together with the details of the Award (including the identity of the Participant, the Grant Date, and the number of Restricted Share Units that were awarded to the Participant) set forth in the award summary portion of the online award accep...tance process used in connection with electronic administration of Awards under the Plan. (c)Grant Date means the date on which the Restricted Share Units were granted as set forth in the Communication of Award. (d)Participant, solely for purposes of the Award Agreement, means the individual identified in the Communication of Award. (e)Restricted Share Unit means a right to receive any one Share of the Company's common stock, par value $0.01 per share, from the Company following the expiration of the Restriction Period. (f)Restriction Period with respect to the Restricted Share Units means the period commencing upon the Grant Date and ending on the dates provided under Section 3 of these Terms and Conditions.2. Grant of Restricted Share Units. Effective on the Grant Date and subject to the provisions of the Plan and these Terms and Conditions, the Company has granted to the Participant the number of Restricted Share Units set forth in the Communication of Award. A Restricted Share Unit does not represent an equity interest in the Company and carries no voting or dividend rights. The information contained in the Communication of Award with respect to the Participant and the Restricted ShareUnits is incorporated herein by reference and together with these Terms and Conditions shall constitute an Award Agreement (the "Award Agreement") for purposes of the Plan. By accepting the award of Restricted Share Units and acknowledging these Terms and Conditions, the Participant agrees to be bound by the provisions of the Plan and these Terms and Conditions with respect to the Restricted Share Units. Acceptance of the award of Restricted Share Units and acknowledgment of these Terms and Conditions may be made in a writing signed by the Participant and delivered to the Company or through the online award acceptance process used in connection with electronic administration of awards under the Plan. View More

Definitions. As used herein, the following terms shall have the following meanings: (a) "Board" shall mean the Board of Directors of the Corporation. (b) "Common Stock" shall mean the Corporation's common stock, par value $.001 per share. (c) "Issuance Date" shall mean the date on which the first share of Series J Preferred Stock is issued. (d) "Liquidation" shall mean any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation. (e) "Preferred Stock" shall mean the Corporation's pr...eferred stock, par value $.01 per share. (f) "Securities Act" shall mean the Securities Act of 1933, as amended. View More

Definitions. For purposes of the Plan, the following terms shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. All capitalized terms used in this Agreement without definition shall have the same meaning as defined under the Plan and the Notice. (a) Affiliate. "Affiliate" means any entity that directly or indirectly through one or more intermediaries controls or is controlled by the Company, in e...ach case, as determined by the Committee. (b) Disability. "Disability" means permanent and total disability as determined under procedures established by the Company for purposes of the Plan. (c) LTI Award Payout. "LTI Award Payout" means the number of shares of Common Stock (if the Award is settled in shares) or the amount (if the Award is settled in cash) in either case with the value determined as the product of (a) the LTI Grant Target multiplied by (b) the Performance Goal Attainment Factor (subject to the Committee's discretion specified in Section 4(c)), and, in the case of a Participant who terminates employment before the last day of the Performance Cycle, further multiplied by (c) the Participation Period Factor. (d) LTI Grant Target. "LTI Grant Target" means the target number of shares of Common Stock or amount set forth in the Notice. 1 (e) Maximum Goal Factor. "Maximum Goal Factor" means the maximum percentage set forth in the Notice. (f) Participation Period Factor. "Participation Period Factor" means a fraction, the numerator of which is the number of months (including partial months, rounded up to the next whole month) the Participant participates during the Performance Cycle and the denominator of which is the number of months in the Performance Cycle. The Committee, in its sole discretion, may adjust the Participation Period Factor. (g) Performance Cycle. "Performance Cycle" means the performance period set forth in the Notice over which the attainment of the Performance Goals will be measured for the purpose of determining the LTI Award Payout. (h) Performance Goal Attainment Factor. "Performance Goal Attainment Factor" means a percentage ranging from 0% to the Maximum Goal Factor representing the level at which the Performance Goals have been attained as determined by the Committee. (i) Qualified Performance-Based Compensation. "Qualified Performance-Based Compensation" means any compensation that is intended to constitute "qualified performance-based compensation" as described in Section 162(m)(4)(C) of the Code. (j) Retirement. "Retirement" means, unless otherwise determined by the Committee, in its sole discretion, the termination of employment on or after the date the Participant is age 55 or older with at least ten (10) or more years of active continuous employment with the Mondelēz Group. View More

Definitions. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan. For purposes of this Award Agreement:"Achievement Percentage" means the percentage of achievement determined by the Committee after the end of the Performance Cycle in accordance with Section 3 that reflects the extent to which the Company achieved the Performance Goals during the Performance Cycle."Change in Control Closing Date" means the date a Change in Control is c onsummated during the... Performance Cycle."Disability" means that the Participant is (i) eligible for and in receipt of benefits under the Company's long-term disability plan and (ii) not eligible for Retirement."Employment" means employment with the Company or any of its Subsidiaries."Performance Cycle" means the period beginning on January 1, 20XX and ending on December 31, 20XX."Performance Goal" means the standards established by the Committee for the Performance Cycle to determine in whole or in part the number of Vested Shares pursuant to Section 4, which are specified in the performance goals section of the Award Notice and made a part hereof for all purposes.1"Retirement" means a Separation from Service (i) on or after the attainment of age 55 and (ii) with at least five years of Employment; provided, however, that such Separation from Service is not by the Company for Cause and occurs on or after July 1 of the calendar year in which this Award is granted. For purposes of this Award Agreement, "Cause" means the Participant's (a) gross negligence in the performance of his or her duties, (b) intentional and continued failure to perform his or her duties, (c) intentional engagement in conduct which is materially injurious to the Company or its Subsidiaries (monetarily or otherwise) or (d) conviction of a felony or a misdemeanor involving moral turpitude. For this purpose, an act or failure to act on the part of the Participant will be deemed "intentional" only if done or omitted to be done by the Participant not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company, and no act or failure to act on the part of the Participant will be deemed "intentional" if it was due primarily to an error in judgment or negligence."Separation from Service" means a separation from service with the Company or any of its Subsidiaries within the meaning of Treasury Regulation § 1.409A-1(h) (or any successor regulation)."Target Shares" means the actual number of shares originally granted to the Participant pursuant to the Award Notice. "Vested Shares" means the shares of Common Stock actually distributable to the Participant following the Participant's satisfaction of the vesting provisions of Section 5 and, if applicable, the determination by the Committee of the extent to which the Company has achieved the Performance Goals for the Performance Cycle pursuant to Section 4.3. Establishment of Award Account. The grant of Target Shares pursuant to this Award Agreement shall be implemented by a credit to a bookkeeping account maintained by the Company evidencing the Participant's unfunded and unsecured right to receive shares of Common Stock of the Company, which right shall be subject to the terms, conditions and restrictions set forth in the Plan and to the further terms, conditions and restrictions set forth in this Award Agreement. Except as otherwise provided in this Award Agreement, the Target Shares of Common Stock credited to the Participant's bookkeeping account may not be sold, assigned, transferred, pledged or otherwise encumbered until the Participant has been registered as a holder of shares of Common Stock on the records of the Company as provided in Section 6 or 7 of this Award Agreement. View More

Definitions. For purposes of the Plan: (a) "Account" means the separate account maintained on the books of the Company for each Participant pursuant to Section 7. (b) "Board" means the Board of Directors of the Company. (c) "Committee" means the Compensation Committee of the Board. (d) "Common Stock" means the common stock of the Company. (e) "Deferred Stock Units" means deferred stock units credited to a Participant's Account pursuant to an election by the Participant under Sections 5 and 6. (f) "Director" ...means any member of the Board who is not an employee of the Company or any of its subsidiaries. (g) "Effective Date" means September 15, 2010. (h) "Fair Market Value" means as of any date the closing price of the Common Stock as reported on the Nasdaq Global Select Market for that date or, if no closing price is reported for that date, the closing price on the next preceding date for which a closing price is reported, unless otherwise determined by the Committee. (i) "Participant" means a Director who makes a deferral election under Section 5 or 6 of the Plan. (j) "Plan" means the HMS Holdings Corp. Director Deferred Compensation Plan as set forth herein and as amended from time to time. The Plan is a sub-plan under the Stock Plan. (k) "Restricted Stock Units" means restricted stock units granted to the Participant under the Stock Plan. (l) "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended. (m) "Stock Plan" means the HMS Holdings Corp. 2006 Stock Plan, as amended from time to time, and any other shareholder-approved equity plan of the Company, including without limitation the HMS Holdings Corp. 2016 Omnibus Incentive Plan. View More

Definitions. 8.1 "Separation from Service" or simply "Separation" as used herein shall mean the date the Company and the Grantee reasonably anticipate that the Grantee will not perform any further services for the Company or any other entity considered a single employer with the Company under Section 414(b) or (c) of the Code (inserting in lieu of 80% each time it is used thereunder with 50%) (together referred to herein as the "Controlled Group"). A Grantee shall not be considered to have incurred a Separat...ion if the Grantee changes to part-time status, or serves as both member of the Board of Directors and as an employee, and only one of those two service arrangements ends, such that vesting of PSUs will continue as long as one or the other service arrangement continues during a Performance Period. The Grantee will not be treated as having a Separation from Service while on military leave, sick leave or other bona fide leave of absence if the leave does not exceed six months or, if longer, the period during which the Grantee has a reemployment right with the corporation by statute or contract. If a bona fide leave of absence extends beyond six months, a Separation from Service will be deemed to occur on the first day after the end of such six-month period, or on the day after the Grantee's statutory or contractual reemployment right lapses, if later. 8.2 Capitalized terms used in this Agreement and not defined herein shall have the meanings given in the Plan. View More

Definitions. (a) "Award" means an amount calculated and awarded to a Participant pursuant to this Plan. (b) "Board" means the Board of Directors of CBS Radio. (c) "CBS Radio" means CBS Radio Inc. and its successors and assigns. (d) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder. (e) "Committee" has the meaning set forth in Section 3(a). (f) "Company" means CBS Radio and its wholly-owned or majority-owned subsidiaries. (g) "El...igible Executive" means an employee of the Company who is considered an executive officer of CBS Radio within the meaning of Section 16 of the Exchange Act and, to the extent designated by the Committee as key executives eligible for participation in this Plan, other executives of the Company. (h) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder. (i) "Fiscal Year" means a fiscal year of the Company. (j) "Misconduct" means a Participant's (i) violating the Company's business conduct statement or other code of conduct, insider trading policy or any other material written policies of the Company, (ii) unlawfully trading in the securities of CBS Radio or of any other company based on information gained as a result of his or her employment with the Company, or (iii) engaging in any activity which constitutes gross misconduct or which would permit the Company to terminate the Participant's employment for "cause," as such term is defined in the Participant's then in-effect employment agreement. (k) "Participant" means an Eligible Executive participating in this Plan for a Performance Period as provided in Section 4(b). (l) "Performance Goal(s)" has the meaning set forth in Section 5(b). (m) "Performance Metrics" has the meaning set forth in Section 5(c). (n) "Performance Period" means the period of time during which achievement of the Performance Goal(s) is to be measured. The Company's Fiscal Year shall be the default Performance Period. The Committee shall have the discretion to designate a Performance Period other than the Company's Fiscal Year, which may be longer or shorter than a Fiscal Year. 1 (o) "Plan" means this CBS Radio Inc. Executive Bonus Plan, as it may be amended from time to time. (p) "Section 162(m)" means Section 162(m) of the Code and the applicable regulations and other guidance of general applicability that are issued thereunder. (q) "Section 162(m) Exemption" means the performance-based exemption from the limitation on deductibility imposed by Section 162(m), as set forth in Section 162(m)(4)(C) of the Code and the regulations and other guidance of general applicability that are issued thereunder. (r) "Section 409A" means Section 409A of the Code and the applicable regulations and other guidance of general applicability that are issued thereunder. (s) "Separation from Service" means separation from service with the Company for purposes of Section 409A of the Code, determined using the default provisions set forth in Section 1.409A-1(h) of the Treasury Regulations or any successor provision thereto. View More

Definitions. Capitalized terms not defined in this Agreement have the meaning assigned to those terms in the Merger Agreement. The following definitions also apply to this Agreement: a. Term. "Term" means the period of time beginning on the Closing Date and ending two (2) years after the Closing Date. b. Beneficial Ownership. For purposes of this Agreement, the terms "beneficial owner," "beneficially own" and "beneficial ownership" shall have the meaning set forth in Rule 13d-3 promulgated by the Securities ...and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). View More