Definitions Contract Clauses (26,161)

Definitions. All capitalized terms not defined in this First Amendment have the same meanings given to those terms in the Agreement.

Definitions. Except as specifically defined herein, (a) capitalized terms used herein that are defined in the Credit Agreement shall have their respective meanings ascribed to them in the Credit Agreement, and (b) unless otherwise defined in the Credit Agreement, terms that are defined in the U.C.C. are used herein as so defined. As used in this Agreement, the following terms shall have the following meanings: "Assignment" means an Assignment in the form of Exhibit A attached hereto. "Collateral" means, coll...ectively, all of the Pledgor's existing and future right, title and interest in, to and under (a) industrial designs, patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, service marks, trade names, and copyright registrations and other intellectual property or registrations, whether federal, state or foreign, including, but not limited to, those listed on Schedule 1 hereto (as such Schedule 1 may from time to time be amended, supplemented or otherwise modified); (b) common law trademark rights, copyrights, rights in trade dress, publicity, works of authorship and other unregistered copyrightable material, improvements, and proprietary and confidential information, including, without limitation, personal, financial, and other sensitive data, plans, know-how, processes, formulae, algorithms and inventions; (c) renewals, continuations, extensions, reissues and divisions of any of the foregoing; (d) rights to sue for past, present and future infringements or any other commercial tort claims relating to any of the foregoing; (e) licenses and all income, revenue and royalties with respect to any licenses, whether registered or unregistered and all other payments earned under contract rights relating to any of the foregoing; (f) general intangibles and all intangible intellectual or similar property of the Pledgor connected with and symbolized by any of the foregoing; (g) goodwill associated with any of the foregoing; (h) all payments under insurance, including the returned premium upon any cancellation of insurance (whether or not the Administrative Agent or any Lender is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing; and (i) Proceeds of any of the foregoing. "Event of Default" means an event or condition that constitutes an Event of Default, as defined in Section 8.1 hereof. "Obligations" means, collectively, (a) all Indebtedness and other obligations now owing or hereafter incurred by the Borrower to the Administrative Agent, the Swing Line Lender, the Issuing Lender or any Lender pursuant to the Credit Agreement and the other Loan Documents, and includes the principal of and interest on all Loans, and all obligations of the Borrower or any other Credit Party pursuant to Letters of Credit; (b) each extension, renewal, consolidation or refinancing of any of the foregoing, in whole or in part; (c) the commitment and other fees, and any prepayment fees, payable pursuant to the Credit Agreement or any other Loan Document; (d) all fees and charges in connection with the Letters of Credit; (e) every other liability, now or hereafter owing to the Administrative Agent or any Lender by any Company or the Pledgor pursuant to the Credit Agreement or any other Loan Document; and (f) all Related Expenses. "Proceeds" means (a) proceeds, as that term is defined in the U.C.C., and any other proceeds, and (b) whatever is received upon the sale, exchange, collection, or other disposition of Collateral or proceeds, whether cash or non-cash. Cash proceeds include, without limitation, moneys, checks, and Deposit Accounts. Proceeds include, without limitation, any Account arising when the right to payment is earned under a contract right, any insurance payable by reason of loss or damage to the Collateral, and any return or unearned premium upon any cancellation of insurance. "Secured Obligations" means, collectively, (a) the Obligations, (b) all obligations and liabilities of the Companies owing to a Lender (or an entity that is an affiliate of a then existing Lender) under Hedge Agreements, and (c) the Bank Product Obligations owing to a Lender (or an entity that is an affiliate of a then existing Lender) under Bank Product Agreements; provided that Secured Obligations of a Credit Party shall not include Excluded Swap Obligations owing from such Credit Party. 2 "USCO" means the United States Copyright Office in Washington, D.C. "USPTO" means the United States Patent and Trademark Office in Alexandria, Virginia. View More

Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to them in the Merger Agreement. SECTION 2. Amendments to Merger Agreement. 2.1 Clauses (i) and (ii) of Section 1.5(a) of the Merger Agreement are hereby amended by deleting such clauses in their entirety and replacing them with the following: "(i) 0.4176 common shares (the "Exchange Ratio") of Parent (the "Parent Common Shares") and (ii) $24.20 in cash (the "Per Share Cash Consideration") (the consider...ation described in clauses (i) and (ii), the "Merger Consideration")." 2.2 Section 6.1(a) of the Merger Agreement is hereby amended by adding a new sentence, at the end of such Section 6.1(a), to read as follows: "If this Agreement is amended or restated, Parent shall, to the extent required by applicable Law, promptly file with the SEC a post-effective amendment to the F-4 that contains a supplement to the Proxy Statement disclosing the matters that are the subject of this Amendment, together with any other related disclosures that are necessary or appropriate, and, to the extent required by applicable Law, each of the Parties shall use its reasonable best efforts to promptly, and in no event later than fourteen (14) days after the date of such amendment or restatement, prepare, file, mail and deliver such supplement to the Proxy Statement to the stockholders of Company." 2.3 Clause (i) of Section 8.2(b) of the Merger Agreement is hereby amended by deleting "$150,000,000" and replacing it with "$198,000,000". SECTION 3. Representations of the Parties. 3.1 Company has full corporate power and authority to execute and deliver this Amendment. The execution and delivery of this Amendment and the consummation of the Merger has been duly and validly approved by the Board of Directors of Company. This Amendment has been duly and validly executed and delivered by Company and (assuming due authorization, execution and delivery by the other parties hereto) constitutes a valid and binding obligation of Company, enforceable against Company in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). 3.2 Each of Parent and Holdco has full corporate power and authority to execute and deliver this Amendment. The execution and delivery of this Amendment and the consummation of the Merger has been duly and validly approved by the Board of Directors of each of Parent and Holdco. This Amendment has been duly and validly executed and delivered by each of Parent and Holdco and (assuming due authorization, execution and delivery by the other parties hereto) constitutes a valid and binding obligation of each of Parent and Holdco, enforceable against Parent and Holdco in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions). SECTION 4. Merger Agreement. Except as and to the extent modified by this Amendment, all of the terms, conditions and other provisions of the Merger Agreement shall remain in full force and effect, in all respects. SECTION 5. References. All references to the Merger Agreement (including "this Agreement," "hereunder," "hereof," "hereby" or words of similar import) shall refer to the Merger Agreement, as amended by this Amendment. References in the Merger Agreement, the Company Disclosure Schedule and the Parent Disclosure Schedule to "the date hereof," "the date of this Agreement" and words of similar import shall in all instances continue to refer to June 29, 2016. SECTION 6. Miscellaneous. Article IX of the Merger Agreement shall apply to this Amendment mutatis mutandis and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby. View More

Definitions. Capitalized terms used and not otherwise defined in this First Supplement have the meanings attributed to them below or in the Master Agreement. Definitions in this First Supplement control over inconsistent definitions in the Master Agreement, but only to the extent the defined terms apply to Loans under this First Supplement. Definitions set forth in the Master Agreement control for all other purposes. As used in this First Supplement, the following terms have the following meanings: "Closing ...Date" means December 29, 2015, for purposes of this First Supplement. "LIBOR" means the one month London interbank rate reported on the tenth day of the month by the Wall Street Journal from time to time in its daily listing of money rates, defined therein as "the average of interbank offered rates for dollar deposits in the London market based on quotations at five major banks." If a one month LIBOR rate is not reported on the tenth day of such month in the Wall Street Journal but is reported in a comparable publication, the LIBOR rate reported in such comparable publication shall apply, and if a one month LIBOR rate is not reported on the tenth day of such month in a comparable publication, the one month LIBOR rate reported in the Wall Street Journal on the first Business Day preceding the tenth day of such month will be used. If the foregoing index is no longer available, Revolving Term Lender will select a new index which is based on materially similar information. "Margin" initially means three and one-half percentage points (3.50%) (350 basis points) and will be effective until such time as the aggregate principal balance of all Loans and unfunded Commitment amounts under the Credit Agreement is (a) $20,000,000 or less, at which time the Margin will be reduced to three and one-quarter percentage points (3.25%), or (b) $15,000,000 or less, at which time the Margin will be further reduced to three percentage points (3.00%). Each reduction in the Margin will become effective upon Borrower's delivery to Agent of annual audited financial statements along with a written certification that the aggregate principal balance of the Loans and unfunded Commitments required for such reduction has been achieved. "Revolving Commitment Amount" means $10,000,000. "Revolving Credit Availability Period" means the period from the Closing Date until the Revolving Term Facility Maturity Date. "Revolving Loan" means a Loan made under the Revolving Term Facility. "Revolving Term Facility" means the revolving term facility established pursuant to this First Supplement. "Revolving Term Facility Maturity Date" means the earlier of (a) January 1, 2021 and (b) the date on which the Obligations have been declared or have automatically become due and payable, whether by acceleration or otherwise. "Revolving Term Note" means the Revolving Credit Note made by Borrower payable to the order of Revolving Term Lender, dated the date hereof, in the initial aggregate principal amount of $10,000,000. View More

Definitions. A leave of absence which is agreed to between the Corporation and the Participant in writing for medical reasons or for military service shall not constitute a break in Service for this purpose. For example, a Participant was born on June 27, 1963, and started full-time employment with the Corporation on July 1, 1990, and works continuously as an Employee until a termination on December 31, 2016. This Participant's full years of Service are 26 years and his or her attained age on the date of ter...mination is 53 years. The total is 79, so the Participant satisfies the Rule of 75. "Restrictive Covenant Agreement" shall mean an agreement between the Corporation or an Affiliated Entity and the Participant, in a form satisfactory to the Corporation or the Affiliated Entity, governing confidentiality, non-solicitation of customers and/or employees, non-competition and/or similar matters, which may be a free-standing agreement or contained in an employment, consulting or other written agreement, and which may be entered into subsequent to the date of this Agreement. In no event will any non-competition or non-solicitation provision contained within the Restrictive Covenant Agreement extend beyond the three-year anniversary of the Participant's termination due to Retirement. View More

Definitions. As used in this Note, the following capitalized terms have the following meanings: (a) "Business Day" means a day (i) other than Saturday or Sunday, and (ii) on which commercial banks are open for business in the State of California. (b) "Default Rate" has the meaning given in Section 2 hereof. (c) "Event of Default" has the meaning given in Section 6 hereof. (d) "Highest Lawful Rate" means the maximum non-usurious rate of interest, as in effect from time to time, which may be charged, contracte...d for, reserved, received or collected by the Holder in connection with this Note under applicable law. -1- (e) "Holder" shall mean the person specified in the introductory paragraph of this Note or any person or entity who shall at the time be the registered holder of this Note. (f) "Note" shall mean this Promissory Note. (g) "Obligations" means all debts, liabilities and obligations of the Company to the Holder under this Note and the Security Agreement, including all unpaid Principal of this Note, all Interest accrued hereon, and all other amounts payable by the Company to the Holder hereunder and under the Security Agreement, whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined. View More

Definitions. Defined terms not explicitly defined in this Program but defined in the 2015 Plan will have the same definitions as in the 2015 Plan. (a) "Actual Award" means the number of Shares ultimately credited to a Designated Participant under the Program at the end of a Performance Period based on achievement of applicable Performance Goals and Other Performance Goals, which may be subject to a subsequent additional vesting period set forth in the Award Agreement approved for use by the Committee under t...he Program. (b) "Board" means the Board of Directors of the Company. (c) "Certification Date" means the date on which the Committee certifies whether the Performance Goals for a particular Performance Period have been met and whether any reductions in the Maximum Awards should be made on account of the degree of achievement of the Other Performance Goals. Absent extraordinary circumstances that delay the finalization of the Company's audited financial statements for the Performance Period beyond March 14 of the year following the close of such Performance Period, the Certification Date will be no later than March 15 of the year following the close of the Performance Period. (d) "Committee" means the Compensation Committee of the Board (or subcommittee thereof), or such other committee of the Board (including, without limitation, the full Board) to which the Board has delegated power to act under or pursuant to the provisions of the 2015 Plan; provided, however, that for purposes of administering the 2015 Plan with respect to Designated Participants who are or may be deemed "covered employees" (as defined for purposes of Section 162(m) of the Code), the "Committee" will be composed solely of two or more members of the Board, each of whom is an "outside director" for purposes of Section 162(m) of the Code. (e) "Disability" means, with respect to a Designated Participant, the inability of such Designated Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(C)(i) of the Code. (f) "Designated Participant" means a key Employee of the Company or any other Affiliate who is designated by the Committee in writing to participate in the Program. (g) "Employee" means any person treated as an employee (including an officer or a member of the Board who is also treated as an employee) in the records of the Company or an Affiliate. (h) "Maximum Award" means a "restricted stock unit award" that covers the maximum number of Shares that may be credited to a Designated Participant under the Program in respect of a specified Performance Period if the applicable Performance Goals are achieved at the levels set by the Committee during the applicable Performance Period, if no exercise of negative discretion occurs as a result of the application of the Other Performance Goals, and if the Designated Participant continues to render service to the Company or any other Affiliate during the entire Performance Period, through the Certification Date and any subsequent vesting period thereafter. (i) "Other Performance Goal" means a Performance Goal established by the Committee under the 2015 Plan that may or may not be based on one or more of the expressly specified Performance Criteria set forth in Section 13(oo) of the 2015 Plan. (j) "Performance Goal" means a Performance Goal established by the Committee under the 2015 Plan that is based on one or more of the expressly specified Performance Criteria set forth in Section 13 (oo) of the 2015 Plan and that is calculated in a manner that would allow for deductibility under Section 162(m) of the Code. (k) "Performance Period" means the period of time selected by the Committee over which the attainment of one or more Performance Goals and Other Performance Goals will be measured for the purpose of determining a Designated Participant's right to an Actual Award. At the discretion of the Committee, a Performance Period may be divided into shorter periods (e.g., fiscal years of the Company) over which the attainment of one or more Performance Goals or Other Performance Goals will be measured. (l) "Target Award" means the target number of Shares that would be credited to a Designated Participant under the Program in respect of the Performance Period if the Performance Goals are achieved at a target level specified by the Committee and the Other Performance Goals are achieved. The Maximum Award is calculated by reference to the Target Award. View More

Definitions. Section 1 of the Existing MLPSA is hereby amended by deleting the definition of "Expiration Date" in its entirety and replacing it with the following: "Expiration Date": The earlier of (i) March 29, 2016, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law. Section 2. Fees and Expenses. Seller hereby agrees to pay to Purchaser, on demand, any and all reas...onable fees, costs and expenses (including reasonable fees and expenses of counsel) incurred by Purchaser in connection with the development, preparation and execution of this Amendment, irrespective of whether any transactions hereunder are executed. Section 3. Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: 3.1 Delivered Documents. On the Amendment Effective Date, the Purchaser shall have received this Amendment, executed and delivered by a duly authorized officer of Purchaser, Seller and Guarantor. 3.2 Facility Fee. Seller shall have paid to Purchaser in immediately available funds that portion of the Facility Fee attributable to the extension of the Expiration Date and due and payable on the Amendment Effective Date. Section 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing MLPSA shall continue to be, and shall remain, in full force and effect in accordance with its terms. Section 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Section 6. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 7. GOVERNING LAW. THE AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Section 8. Reaffirmation of Guaranty. The Guarantor hereby (i) agrees that the liability of Guarantor or rights of Purchaser under the Guaranty shall not be affected as a result of this Amendment, (ii) ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and (iii) acknowledges and agrees that such Guaranty is and shall continue to be in full force and effect. View More

Definitions. Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in this Section 10 and as provided elsewhere herein. For purposes of this Agreement, the following definitions apply: (a) "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by either management authority or equity interest. (b) "Confidential Information" means any and all informati...on, inventions, discoveries, ideas, writings, communications, research, engineering methods, developments in chemistry, manufacturing information, practices, processes, systems, technical and scientific information, formulae, designs, concepts, products, trade secrets, projects, improvements and developments that relate to the business of the Company or any Affiliate and are not generally known by others, including but not limited to (i) products and services, technical data, methods and processes, (ii) marketing activities and strategic plans, (iii) financial information, costs and sources of supply, (iv) the identity and special needs of customers and prospective customers and vendors and prospective vendors, and (v) the people and organizations with whom the Company or any Affiliate has or plans to have business relationships and those relationships. Confidential Information also includes such information that the Company or any Affiliate may receive or has received belonging to customers or others who do business with the Company or any Affiliate and any publication or literary creation of the Executive, developed in whole or in part while Executive is employed by the Company, in whatever form published the content of which, in whole or in part, relates to the business of the Company or any Affiliate. Confidential Information shall not include any information or materials that Executive can prove by written evidence (i) is or becomes publicly known through lawful means and without breach of this Agreement by Executive; (ii) was rightfully in Executive's possession or part of Executive's general knowledge prior to the Effective Date; or (iii) is disclosed to Executive without confidential or proprietary restrictions by a third party who rightfully possesses the information or materials without confidential or proprietary restrictions. (c) "Person" means an individual, a corporation, an association, a partnership, an estate, a trust and any other entity or organization. (d) "Proprietary Information" means any and all intellectual property subject to protection under applicable copyright, trademark, trade secret or patent laws if such property is similar in any material respect with the products and services offered by the Company or any Affiliate. View More

Definitions. The capitalized terms used herein shall have the same definitions as set forth in the Lease, unless otherwise defined herein.