Definitions Contract Clauses (26,161)

Definitions. For purposes of this letter agreement, the following definitions apply: "Affiliates" means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, equity interest or otherwise. Mr. Konstantinos Alataris September 7, 2015 Page 7 "Confidential Information" means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information al...so includes any information received by the Company or any of its Affiliates from any Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through your breach of your obligations under this letter agreement. "Change in Control" means (A) the sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of the Company and its Affiliates, or (B) any merger, consolidation or other business combination or stock sale (other than a sale of stock for capital raising purposes) that results in the holders of the outstanding voting securities of the Company or Parent immediately prior to such transaction beneficially owning or controlling immediately after such transaction less than a majority of the voting securities of the Company or Parent, respectively, or the surviving entity or the entity that controls such surviving entity. "Person" means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates. View More

Definitions. The term "Original Midstream Co" shall refer to each entity that is both a Midstream Co party to an Agreement related to the gathering of Product and is a subsidiary of OpCo. For the avoidance of doubt, OpCo has no obligations or responsibilities towards or with respect to NBL Midstream Holdings LLC.

Definitions. For purposes of this Note: "Trading Day" means any day on which the Borrower's common stock is traded on the OTCQB, or, if the OTCQB is not the principal trading market for the common stock, then on the principal securities exchange or securities market on which the common stock is then traded, provided that "Trading Day" shall not include any day on which the common stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the common stock is suspended from ...trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Lender. "VWAP" means, for the common stock of the Borrower as of any date, the dollar volume-weighted average price for such security on the principal market (or, if the principal market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its "Volume at Price" function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the "pink sheets" by OTC Markets Group Inc. (formerly Pink Sheets LLC). Exhibit 10.4, 6 5. Assignment. This Note and all its terms and conditions will enure to the benefit of the Lender and its successors and assigns, and will be binding upon the Borrower and the Borrower's successors and assigns. The Lender may not assign this Note without the written permission of the Borrower. View More

Definitions. For purposes of the Plan, the following terms shall be defined as follows: (a) "Alcoa Corporation" means Alcoa Corporation and its successors or assigns. (b) "Award" means cash incentive compensation earned under the Plan pursuant to Section 4 of this Plan. (c) "Board of Directors" means the Board of Directors of Alcoa Corporation. (d) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations, and administrative guidance issued thereunder.... (e) "Committee" means the Compensation and Benefits Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan. The Committee shall at all times be comprised solely of two or more outside directors within the meaning of Treasury Regulation Section 1.162-27(e). (f) "Company" means Alcoa Corporation and all of its Subsidiaries, collectively. (g) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (h) "Participant" means, with respect to each Performance Period, each executive officer, within the meaning of Rule 3b-7 of the Exchange Act, of Alcoa Corporation at any time during such period who is designated by the Committee to participate. (i) "Performance Measures" means the performance measures set forth in Section 4(b) of this Plan. (j) "Performance Period" means a fiscal year of the Company or such shorter period as may be designated by the Committee with respect to an Award. (k) "Performance Targets" means performance goals and objectives set in respect of any of the Performance Measures for a Performance Period. (l) "Plan" means this Alcoa Corporation Internal Revenue Code 162(m) Compliant Annual Cash Incentive Compensation Plan, as may be amended from time to time. (m) "Section 162(m)" means Section 162(m) of the Code. (n) "Section 409A" means Section 409A of the Code. (o) "Subsidiary" means any "subsidiary" within the meaning of Rule 405 under the Securities Act of 1933, as amended. View More

Definitions. Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial... partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender's Term Loan then outstanding, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule with respect to the Term Loans equal to (A) thirty-six (36) months if the CE Mark Approval Event occurs, and (B) forty months if the CE Mark Approval Event does not occur. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d). "CE Mark Approval Event" means the receipt by Borrower of approval for CE Mark, on or before (i) March 4, 2016, if the Second Equity Event has not occurred by such date, or (ii) March 31, 2016, if the Second Equity Event occurs on or before March 4, 2016 (provided that no Event of Default shall have occurred and be continuing when Borrower received such approval) and the receipt by Collateral Agent of evidence thereof that is reasonably acceptable to Collateral Agent on or before such date. "Final Payment Percentage" is Nine and Four-Tenths percent (9.40%), if the CE Mark Approval Event does not occur, and Ten percent (10.00%), if the CE Mark Approval Event does occur. "Second Equity Event" is the receipt by Borrower after the consummation of the Equity Event and on or after January 29, 2016, of unrestricted net cash proceeds of not less than Two Million Five Hundred Thousand Dollars ($2,500,000.00) from the issuance and sale by Borrower of its equity securities, or of its unsecured subordinated convertible debt to Energy Capital, LLC or one or more of its affiliates. "Third Draw Period" is the period commencing on the later of the occurrence of the Equity Event and the CE Mark Approval Event and ending on the earlier of (i) March 4, 2016, if the Second Equity Event does not occur by March 4, 2016, (ii) March 31, 2016, if the Second Equity Event occurs by March 4, 2016, (iii) the date that is thirty days after the first date by which both the Equity Event and the CE Mark Approval Event have occurred and (iv) the occurrence of an Event of Default; provided, however, that the Third Draw Period shall not commence if on the date of the occurrence of the Equity Event or the CE Mark Approval Event, an Event of Default has occurred and is continuing; provided, further, that unless both the Equity Event and the CE Mark Approval Event have occurred before March 4, 2016, the Third Draw Period shall not commence. View More

Definitions. (a) All capitalized terms not otherwise defined in this Agreement shall have the meanings given them in the Credit Agreement. (b) The following terms, when used in this Agreement (whether or not capitalized and whether or not singular or plural), shall have the meanings given them in the Code, except that (i) for purposes of this Agreement, the meaning of such terms will not be limited by reason of any limitation on the scope of the Code, and (ii) to the extent the definition of any category or ...type of Collateral is expanded by any amendment, modification or revision to the Code, such expanded definition will apply automatically as of the date of such amendment, modification or revision: "Accession", "Account", "Chattel Paper", "Commercial Tort Claim", "Commodity Account", "Deposit Account", "Document", "Equipment", "Fixtures", "General Intangible", "Goods", "Instrument", "Inventory", "Investment Property", "Letter-of-Credit Right", "Letter of Credit", "Money", "Securities Account" and "Supporting Obligation". View More

Definitions. Except as otherwise defined in this Agreement, terms defined in the Credit Agreement are used herein as defined therein.Section 2. Joinder. As of the date hereof, each Additional Guarantor hereby agrees that it shall become a "Guarantor" under and for all purposes of the Credit Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor under t...he Credit Agreement and the other Loan Documents, including those set forth in ARTICLE VIII of the Credit Agreement.Section 3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.Section 4. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or in a .pdf or similar file shall be effective as delivery of a manually executed counterpart of this Agreement. Section 5. Miscellaneous. This Agreement shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. View More

Definitions. (a) For purposes of this Agreement, "Business Enterprise" shall mean any entity that engages in, or owns or controls an interest in any entity that engages in, competition with any business unit or division of the Company in which you worked at any time during the three (3) year period prior to the termination of your employment. (b) For purposes of this Agreement, a "California Employee" shall mean an Employee who works and resides in the state of California as of the date of execution of this ...Agreement and/or the date of enforcement of a provision in this Agreement. (c) For purposes of this Agreement, "Cause" shall mean, as reasonably determined by IBM, the occurrence of any of the following: (i) 3 embezzlement, misappropriation of corporate funds or other material acts of dishonesty; (ii) commission or conviction of any felony or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor (other than a minor traffic violation or other minor infraction); (iii) engagement in any activity that you know or should know could harm the business or reputation of the Company; (iv) failure to adhere to the Company's corporate codes, policies or procedures; (v) a breach of any covenant in any employment agreement or any intellectual property agreement, or a breach of any other provision of your employment agreement, in either case if the breach is not cured to the Company's satisfaction within a reasonable period after you are provided with notice of the breach (no notice and cure period is required if the breach cannot be cured), provided, however, that the mere failure to achieve performance objectives shall not constitute Cause; (vi) failure by you to perform your duties or follow management direction, which failure is not cured to the Company's satisfaction within a reasonable period of time after a written demand for substantial performance is delivered to you (no notice or cure period is required if the failure to perform cannot be cured); or (vii) violation of any statutory, contractual or common law duty or obligation to the Company, including, without limitation, the duty of loyalty. (d) For purposes of this Agreement, "Engage in or Associate with" shall include, without limitation, engagement or association as a sole proprietor, owner, employer, director, partner, principal, joint venture, associate, employee, member, consultant, or contractor. The phrase also shall include engagement or association as a shareholder or investor during the course of your employment with IBM, and shall include beneficial ownership of 5% or more of any class of outstanding stock of a Business Enterprise or competitor of the Company following the termination of your employment with IBM. (e) For purposes of this Agreement, "IBM Confidential Information" shall include, without limitation, the Company's formulae, patterns, compilations, programs, devices, methods, techniques, software, tools, systems, and processes, the Company's selling, manufacturing, servicing methods and 4 business techniques, implementation strategies, and information about any of the foregoing, the Company's training, service, and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, client data, global strategic plans, marketing plans, information about the Company's management techniques and management strategies, information regarding long-term business opportunities, information regarding the development status of specific Company products, assessments of the global competitive landscape of the industries in which the Company competes, plans for acquisition or disposition of products or companies or business units, expansion plans, financial status and plans, compensation information, and personnel information. (f) For purposes of this Agreement, "Restricted Area" shall mean any geographic area in the world in which you worked or for which you had job responsibilities, including supervisory responsibilities, during the last twelve (12) months of your employment with IBM. View More

Definitions. Unless provided to the contrary in this Agreement, the definitions contained in the Plan and any amendments thereto shall apply to this Agreement.

Definitions. For purposes of this Policy, the following terms have the meanings indicated, in addition to the other terms defined herein: (a) "Excessive Incentive-Based Compensation" means the amount of Incentive-Based Compensation paid or granted by the Company or any subsidiary of the Company to a Culpable Employee on or after the Effective Date in excess of what would have been paid or granted to that Culpable Employee under the circumstances reflected by the accounting restatement, but in no event will s...uch Excessive Incentive-Based Compensation exceed the total amount of such Incentive-Based Compensation originally paid or granted to that Culpable Employee on or after the Effective Date. (b) "Incentive-Based Compensation" means, with respect to a Culpable Employee: (1) the amount of the Culpable Employee's annual incentive awards paid under the Company's annual cash incentive compensation program; (2) the stock options and performance-based equity or equity-based awards (or any amount attributable to such awards) paid or granted to the Culpable Employee under the Company's long-term incentive equity program; and (3) any other incentive-based compensation paid or granted in respect of Company and/or individual performance to a Culpable Employee pursuant to an "incentive plan," as such term is defined in Item 402(a)(6)(iii) of Regulation S-K under the Exchange Act. (c) "Officer" all individuals appointed as such by the Board of Directors. View More