Definitions Contract Clauses (26,161)

Definitions. Capitalized terms not defined in this Non-Competition Agreement have the meaning assigned to those terms in the Merger Agreement. The following definitions also apply to this Non-Competition Agreement: a. Competing Business. "Competing Business" means any FDIC insured financial institution, National Credit Union Administration ("NCUA") regulated institution or trust company (including without limitation, any start-up or other financial institution or trust company in formation) or holding compan...y thereof that competes or will compete within the Covered Area with GBCI, the Division or any of GBCI's subsidiaries, divisions or affiliates. b. Covered Area. "Covered Area" means the Arizona counties of Yuma, Pinal, and Yavapai. c. Term. "Term" means the period of time beginning on the Effective Date and ending on the date two (2) years from the Effective Date. -1- 2. Participation in Competing Business. Except as provided in Section 5 or 6, during the Term, the Director may not become involved with a Competing Business in any capacity or serve, directly or indirectly, a Competing Business in any manner, including without limitation, (a) as a shareholder, member, partner, director, officer, manager, investor, organizer, founder, employee, consultant, agent, or representative, or (b) during the organization and pre-opening phases in the formation of a Competing Business. View More

Definitions. Except where clearly provided to the contrary or as otherwise defined in this Exhibit B, all capitalized terms used in this Exhibit B shall have the definitions given to those terms in the Agreement to which this Exhibit B is attached.

Definitions. The Loan and Security Agreement and any and all other documents executed in connection with the Loan and Security Agreement, including, without limitation, any Amendments thereto, shall hereinafter be collectively referred to as the "Loan Documents". Capitalized terms used herein and in the recitals hereto, but not defined herein or therein, shall have the meaning given them in the Loan Documents.

Definitions. Capitalized terms used in the Subplan but not defined herein shall have the same meanings as defined in the 2007 Plan. In addition to such terms and the terms defined in Section 1 hereof, the following terms used in the Subplan shall have the meaning set forth below. (a) "Chairman" means the member of the Board elected as Chairman of the Board by the other members of the Board. (b) "Director" means a member of the Board who is not employed by the Company or any of its subsidiaries. (c) "Disabili...ty" shall have the meaning ascribed to such term in section 22(e)(3) of the Code. View More

Definitions. For purposes of the Plan, in addition to the terms defined in Section 1, terms are defined as set forth below: (a) "Account" means the account maintained on behalf of the Participant by the Custodian for the purpose of investing in Stock and engaging in other transactions permitted under the Plan. (b) "Administrator" means a committee of two (2) or more Board members appointed by the Board to administer the Plan. Unless otherwise designated by the Board, the Administrator shall be the Compensati...on Committee of the Board as constituted by the Board from time to time. (c) "Board" means the Board of Directors of the Company. (d) "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code will be deemed to include successor provisions thereto and regulations thereunder. (e) "Custodian" means Computershare, or such successor thereto as may be appointed by the Administrator. (f) "Earnings" means that portion of a Participant's compensation which constitutes gross salary under the payroll system of the Company and its Subsidiaries and payable to a Participant during a given pay period. (g) "Employee" means a person classified as an employee of the Company or a Subsidiary (including an officer or director who is also an employee) for payroll purposes, as determined in the sole discretion of the Company. Notwithstanding the foregoing, if a person is engaged in a non-employee status (including, but not limited to, as an independent contractor, an individual being paid through an employee leasing company or other third party agency) and is 1 subsequently reclassified by the Company, the Internal Revenue Service, or a court as an employee for payroll purposes, such person, for purposes of this Plan, shall be deemed an Employee from the actual (and not the effective) date of such reclassification, unless expressly provided otherwise by the Company. (h) "Enrollment Date" means the first day of each Offering Period. (i) "Fair Market Value," unless otherwise required by an applicable provision of the Code, as of any date, means the closing sales price of the Stock as reported on the New York Stock Exchange on that date. (j) "Offering" means an offering of Stock pursuant to Purchase Rights under the Plan. (k) "Offering Period" means the period designated by the Administrator with respect to which Participants will be granted Purchase Rights. Until such time as the Administrator specifies otherwise, Offering Period will mean the approximately six-month period beginning on the first trading day in November and ending on the last trading day of April or beginning on the first trading day in May and ending on the last trading day of October. (l) "Participant" means an Employee of the Company or a Subsidiary who satisfies the eligibility criteria set forth in Section 5 and is participating in the Plan. (m) "Purchase Date" means the last day of each Offering Period. (n) "Purchase Right" means a Participant's option to purchase shares, which is deemed to be outstanding and exercisable during an Offering Period in accordance with the Plan. A Purchase Right represents an "option" as such term is used under Section 423 of the Code. (o) "Stock" means the common stock, par value $0.01 per share, of the Company, and such other securities as may be substituted or resubstituted for Stock under Section 4. (p) "Subsidiary" or "Subsidiaries" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing more than 50% of the total combined voting power of all classes of stock in one of the other corporations in the chain, including a corporation that becomes a Subsidiary during the term of the Plan. View More

Definitions. For the purposes of the Grant, certain words and phrases are defined in the Definitional Appendix attached. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document. Tiffany & Co. 2014 Employee Incentive PlanRestricted Stock Grant Terms - Tranche-Vesting, Rev. I Page 2 10. Heirs and Successors. The terms of the Grant shall be binding upon, and inure to the benefit of, the Parent and its successors an...d assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Parent's assets and business. Participant may designate a beneficiary of his/her rights under the Grant by filing written notice with the Secretary of the Parent. In the event of the Participant's death prior to the full maturity of the Grant, the Shares will be delivered to such Beneficiary to the extent that it was matured on the Participant's Termination Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant, any Shares issuable hereunder will be delivered to the Participant's estate. View More

Definitions. For the purposes of the Option, the words and phrases listed below shall be defined as follows: a.Approved Broker. Means one or more securities brokerage firms designated by the Secretary of the Company from time to time. b. Code. The Internal Revenue Code of 1986, as amended. c. Non-Employee Director. A Non-Employee Director means a member of the Board who is not at the time also an employee of the Company or a Related Company. Tiffany & Co. 2008 Directors Equity Plan: May 26, 2016 Rev. III Pag...e 2 d.Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document. View More

Definitions. (a) Cause. The term "Cause" when used herein in conjunction with termination of employment (or other relationship) means (i) if the Grantee is a party to an employment or similar agreement with the Company which defines "cause" (or a similar term), the meaning set forth in such agreement (other than death or Disability), or (ii) otherwise, termination by the Company of the employment (or other relationship) of the Grantee by reason of the Grantee's (1) intentional failure to perform reasonably a...ssigned duties, (2) dishonesty or willful misconduct in the performance of his duties, (3) involvement in a transaction which is materially adverse to the Company, (4) breach of fiduciary duty involving personal profit, (5) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (6) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company, or (7) material breach of any provision of the Plan, the Grantee's Award Agreement or any other written agreement between the Grantee and the Company, in each case as determined in good faith by the Board, whose determination shall be final, conclusive and binding on all parties. 12 EXHIBIT 10.8 (b) Disability. For purposes hereof, the Grantee shall be deemed to have been terminated by reason of "Disability" if the Grantee is permanently and totally disabled, within the meaning of Code Section 22(e). (c) Fair Market Value. As used herein, the term "Fair Market Value" shall be defined in accordance with applicable laws and shall mean, with respect to Common Stock on any given date, the closing sales price of the Common Stock for such date (or, in the event that the Common Stock is not traded on such date, on the immediately preceding trading date) on the Nasdaq Stock Market or any stock exchange on which the Common Stock may be listed, as reported in The Wall Street Journal. If the Common Stock is not listed on the Nasdaq Stock Market or on a national stock exchange, but is quoted on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value of the Common Stock shall be the mean of the bid and asked prices per share of the Common Stock for such date. If the Common Stock is not quoted or listed as set forth above, Fair Market Value shall be determined by the Board in good faith by any fair and reasonable means (which means, with respect to a particular Option grant, may be set forth with greater specificity in the applicable Award Agreement). The Fair Market Value of property other than Common Stock shall be determined by the Board in good faith by any fair and reasonable means. (d) Family Member of the Grantee. As used herein, "Family Member of the Grantee" means the Grantee's lineal descendant, stepchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Grantee's household (other than a tenant or employee), a trust in which the Grantee and/or these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Grantee) control the management of assets, and any other entity in which these persons (or the Grantee) own more than 50% of the voting interests. View More

Definitions. Any term capitalized herein but not otherwise defined herein shall have the meaning provided for in the Lease.

Definitions. In this Second Amendment the following definitions shall apply unless the context requires otherwise: "Applicable Laws" means the applicable laws, rules and regulations that may be in effect from time to time. 1.2. Terms defined in the Original Agreement or in Clause 2 of this Second Amendment are used in this Second Amendment with the same meanings accorded to them in the Original Agreement (as amended by Clause 2, if relevant) or in Clause 2, as the case may be.