Definitions Contract Clauses (26,161)

Definitions. The following terms shall have the following meaning: (a) "Business" means the business of (i) connecting employers and people searching for career opportunities using the Internet; (ii) offering online recruitment advertising and/or job posting targeted to careers or vocations; or (iii) providing software or automation which is specifically and primarily designed for use in and specifically and primarily marketed to businesses engaged in an activity listed in (i) or (ii), above. 2 (b) "Disabili...ty" or "Disabled" means, notwithstanding any definition in the Plan, that, in the determination of the Committee, the Participant is both (i) unable 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 12 months and (ii) (x) in case the Participant is eligible for the long term disability program offered to United States-based employees by the Company or its Affiliates, the Participant has actually received long term disability benefits for no less than 9 months or (y) in case the Participant is not eligible for such long term disability program solely by virtue of not being based in the United States, the Participant would have been eligible to receive long term disability benefits for no less than 9 months but for the Participant not being based in the United States. For purposes of Section 2(b) above, it is understood that the Disability shall be deemed to be incurred on the last day of the 9-month period contemplated in clause (ii) of the immediately preceding sentence. In the event the Participant has met the condition set forth in clause (i) of the first sentence of this definition but does not satisfy the condition set forth in clause (ii) of this definition solely by reason of the Participant's death, then the provisions of such clause (ii) shall be deemed to have been satisfied and for purposes of Section 2(b) above the Disability shall be deemed to be incurred on the date of such death. View More

Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below: "Arrangement Fee" has the meaning given to such term in Section 7 of this Agreement. "Availability Period" has the meaning given to such term in Section 2.1 of this Agreement. "Bank Account" means the account opened and maintained by the Lender in the books of KBC Bank NV under number IBAN BE96 7310 3079 0805 USD, BIC: KREDBEBB or any other account of the Lender or of the respective successors, tra...nsferees and assigns of the Lender as long as the Lender or the respective successors, transferees and assigns of the Lender provide written notice to Borrower of any changes. "Business Day" means any day, other than a Saturday or a Sunday, on which banks are open for general business in London, United Kingdom. 2 "Closing Date" means the later of either (a) January 31st, 2014 or (b) the date on which the Lender (i) confirms to the Borrower that all of the conditions precedent set out in Article 4 (Conditions Precedent) have been satisfied or waived in accordance with Article 4 and (ii) delivers the first Confirmation to the Borrower, subject to and in accordance with the provisions of Section 2.1 and the relevant Confirmation. "Confirmation" means a confirmation issued by the Lender to the Borrower in respect of the Term Loan in the form attached hereto as Appendix B. "USD", "Dollar" or "$" means the single currency of the United States of America. "Event of Default" has the meaning specified in Article 6 (Events of Default) hereof. "Facility" means the facility referred to in Section 2.1 of this Agreement. "Finance Document" means this Agreement, any Utilisation Request and any other document designated as a "Finance Document" by the Lender and the Borrower. "Interest Payment Date" means each of the following dates: (i) the date falling six months after the Closing Date, (ii) the date falling twelve months after the Closing Date, (iii) the date falling 18 months after the Closing Date and (iiv) the Maturity Date. "Interest Period" means each period from and including the Closing Date to but excluding the first Interest Payment Date, and each successive period from and including an Interest Payment Date to but excluding the next succeeding Interest Payment Date. "Interest Rate" means 8% (eight per cent) per annum. "Law" means any applicable law, code, ordinance, interpretation, guideline, directive, judgment, writ, injunction, decree, treaty, regulation, rule or order of any court, tribunal or governmental authority of any jurisdiction or political subdivision thereof. "Maturity Date" means the date which is the second anniversary of the Closing Date. "Notice of Prepayment" means a written notice issued by the Borrower to the Lender, informing them of its decision to prepay in full or partially the Term Loan in accordance with the procedures specified in Section 3.5. "Obligations" has the meaning ascribed to such term in Section 6.1(a). "Outstanding Principal Amount" means, at any date, the aggregate principal amount outstanding and drawn down under the Facility. "Prepayment Amount" has the meaning ascribed to such term in Section 3.5(B). "Prepayment Date" has the meaning ascribed to such term in Section 3.5(B). "Term Loan" means a loan made or to be made under the Facility pursuant to Article 2 (The Facility, Terms Loan) or the principal amount outstanding for the time being of the loan, evidenced by a Confirmation. 3 "Term Loan Account" means the account opened and maintained by the Borrower in the books of _________________. "Total Commitments" means twenty-five million dollars (USD 25,000,000) to the extent not cancelled in accordance with the terms of this Agreement. "Utilisation Request" means a utilisation request given by the Borrower to the Lender substantially in the form attached hereof as Annex A; "Voluntary Prepayment" has the meaning ascribed to such term in Section 3.5(A). 1.2. In this Agreement any reference to any agreement, instrument or other document (howsoever named) is to such agreement, instrument or other document as it may be amended, supplemented or extended from time to time, whether before or after the date hereof. 1.3. Article and section headings are for ease of reference only. 1.4. Words importing the singular shall include the plural and vice versa. 1.5. Any reference to any person shall be construed to include such person's successors and assigns. View More

Definitions. For purposes of this Agreement, the parties agree to the following definitions of the following terms used in this Agreement: "Business" shall mean the business of the Company as currently conducted, including the development and distribution of workforce optimization products and services that enable call centers and other organizations to improve operational efficiencies with call recording, quality management, desktop recording, speech analytics, and performance management functions delivered... through premise based software or cloud based software delivered as a service. The business of the Company also includes the development, maintenance, and distribution of the Company's "Uptivity Discover Suite.". "Customer" shall mean any customer of the Company who is a customer of the Company at the Closing Date or within the one (1) year period immediately preceding such date. "Customer" shall also include any prospective customer to whom the Company had made a formal quote at any time during the one (1) year period immediately preceding the Closing Date. "Restricted Territory" shall mean each of the following areas in which the Purchaser maintains, with respect to the Business, operations, facilities or Customers: (a) the United States of America; and (b) all other countries of the world; provided that the Company maintains non-trivial operations, facilities, or customers in such geographic area as of the Closing Date. "Restricted Period" shall mean the period of time beginning on the Closing Date and ending on the two (2) year anniversary of the Closing Date. View More

Definitions. The following words and terms wherever used in this Material Supply Agreement are defined as follows: "Environmental Laws" means all federal, state, county, territorial, regional, municipal and local laws, statutes, ordinances, codes, rules and regulations related to protection of the environment or the handling, use, generation, treatment, storage, transportation or disposal of Hazardous Materials. 2 "Hazardous Materials" means any hazardous or toxic substance, material or waste that is regulat...ed by any federal, state, county, territorial, regional, municipal or local governmental authority under any Environmental Law now or hereafter effective, including, without limitation, any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or petroleum-derived substance or waste, or any constituent of any such substance or waste. "Material" means the volcanic lava or cinders on the Property, but specifically excludes the Ore; "Ore" means the gravel, rock, sediments, and other materials currently stockpiled on the Property, at the location as shown on the mining map attached hereto; "Net Sales Margins" means the actual gross sale revenue of Material made by Candeo or its assignee or assignees to third party purchasers, less (a) all reasonable direct costs, fees and expenses of such sales, (b) all sales, use, and other similar taxes paid or payable in connection with the particular transaction involved and not reimbursed or reimbursable by the purchaser, and (c) amounts credited or refunded to the purchaser for returned or defective goods. "Term" shall mean the initial term of this Material Supply Agreement and any extension and renewal thereof. View More

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below: "Transaction Date" means: the date of the earlier to occur of: (i) the closing date of any out of court agreement for the restructuring of Endeavour's balance sheet, (ii) the effective date of a confirmed plan of reorganization under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") providing for the restructuring of Endeavour's balance sheet, (iii) the closing date of a sale of al...l or substantially all of the assets or a majority of the outstanding stock of Endeavour in one or more transactions under section 363 of the Bankruptcy Code or pursuant to a confirmed chapter 11 plan, and (iv) the date of the entry of an order of a United States Bankruptcy Court ordering the conversion of Endeavour's chapter 11 case to a case under chapter 7 of the Bankruptcy Code. "Cause" means any act or omission by you which constitutes: (i) fraud, embezzlement or material, willful misconduct; (ii) any indictment for, conviction of or entry of a plea of nolo contendere to any felony; (iii) illegal possession or use of any drug or narcotic, (iv) any violation of the Endeavour Code of Business Conduct, (v) your willful failure or refusal to perform your duties or responsibilities after written notice of and your failure to reasonably correct within 30 days following such notice and thereafter (other than by reason of your disability) such failure or refusal, or (vi) any other reason entitling Endeavour to dismiss you lawfully and summarily. Any determination of Cause shall be reasonably made by the management of Endeavour and shall be binding on you and your successors and assigns. View More

Definitions. As used herein, the following terms shall have the following respective meanings: (a) "Exercise Period" shall mean the period commencing on the date hereof and ending on the seven-year anniversary of the date hereof. (b) "Exercise Price" shall mean $1.00 per share, subject to adjustment pursuant to Section 5 below. (c) "Exercise Shares" shall mean fully paid and non-assessable shares of Series A Preferred Stock of the Company ("Series A Stock") unless the Holder becomes a Nonparticipating Holder... (as defined in the Certificate), in which case Exercise Shares shall mean fully paid and non-assessable shares of Junior Preferred Stock of the Company ("Junior Preferred Stock"). For the avoidance of doubt, upon the Holder becoming a Nonparticipating Holder, this Warrant shall automatically, and without any further action on the part of such holder or any other person or entity, become exercisable only for shares of Junior Preferred Stock. View More

Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement. SECTION 2. Amendment of the Agreement. (a) On and after the Amendment Effective Date (as defined below), any reference in the Agreement to "$200,000,000" shall refer to the aggregate sale price of the Securities available for issue and sale on and after the Amendment Effective Date, excluding any Securities issued and sold, or available for issue and sale, prior to... the Amendment Effective Date. (b) On and after the Amendment Effective Date, any reference in the Agreement to the phrase "File No. 333-174535" shall be deemed to read "File No. 333-194301" (except with respect to matters pertaining to any Securities sold prior to the Amendment Effective Date). (c) On and after the Amendment Effective Date, any reference in the Agreement to the phrase "Determination Date" shall be deemed to refer to "March 4, 2015 (or such earlier date at which the Company terminates this Agreement)". (d) On the Amendment Effective Date, Section 5(a)(39) of the Agreement shall be deleted in its entirety and replaced with the following: The statements and financial information (including the assumptions described therein) constituting forward looking information included in the Prospectus or incorporated by reference therein from the Partnership's and the Company's most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q (in each case under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations") (collectively, the "Projections") (i) are within the coverage of the safe harbor for forward-looking statements set forth in Section 27A of the Securities Act, Rule 175(b) under the Securities Act or Rule 3b-6 under the Exchange Act, as applicable, (ii) were made by the Company and the Partnership with a reasonable basis and in good faith and reflect the Partnership's and the Company's good faith best estimate of the matters described therein, and (iii) have been prepared in all material respects in accordance with Item 10 of Regulation S-K under the Securities Act; the assumptions used in the preparation of the Projections are reasonable; and none of the Partnership, the Company or the Company's subsidiaries are aware of any business, economic or industry developments materially inconsistent with the assumptions underlying the Projections. (e) On the Amendment Effective Date, Section 8(b) of the Agreement shall be deleted in its entirety and replaced with the following: If this Agreement is terminated by Wells Fargo Securities in accordance with the provisions of Section 9(m) or Section 13(a)(i) hereof, the Company shall, unless Securities having an aggregate offering price of $25,000,000 have been sold under this Agreement from the period beginning March 4, 2014 and ending immediately prior to termination, reimburse Wells Fargo Securities for all of their out of pocket expenses, including the reasonable fees and disbursements of counsel for Wells Fargo Securities. (f) The Amendment Effective Date shall be a Representation Date for all purposes under the Agreement. (g) Solely with respect to the Securities of which Applicable Time occurs on or after the Amendment Effective Date, the term "Prospectus Supplement" shall mean the final prospectus supplement, relating to the Common Stock, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on March 4, 2014. SECTION 3. Effectiveness. This Amendment No. 2 shall become effective as of the date hereof (the "Amendment Effective Date"). Upon the effectiveness hereof, all references in the Agreement to "this Agreement" or the like shall refer to the Agreement as further amended hereby. SECTION 4. Counterparts. This Amendment No. 2 may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument. SECTION 5. Law; Construction. THIS AMENDMENT NO. 2 AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 6. Entire Agreement. This Amendment No. 2 and the Agreement as further amended hereby constitute the entire agreement and understanding between the parties hereto and supersede any and all prior agreements and understandings relating to the subject matter hereof. Except as further amended hereby, all of the terms of the Agreement shall remain in full force and effect and are hereby confirmed in all respects. View More

Definitions. Unless otherwise expressly defined herein, all capitalized terms used herein have the meaning ascribed to them in the Original Agreement. The term "Agreement" means the Original Agreement as amended by this Amendment No.

Definitions. As used in this Agreement: "Commission" shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. "Common Stock" shall mean the Company's Common Stock, par value $.0001. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at that time. "Initiating Holders" shall mean the holders of ...at least a majority of the Registrable Securities. "Management Stock" shall mean the shares of Common Stock owned by the Management Stockholders and shares of Common Stock, or other securities convertible into Common Stock, received as a stock dividend or other distribution in respect of those shares. "Preferred Stock" shall mean the Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, collectively. "Registrable Securities" shall mean (a) any shares of Common Stock issued or issuable upon conversion of the Preferred Stock, (b) any shares of Common Stock purchased by any Investor and (c) shares of Common Stock received as, or issued or issuable upon conversion of other securities received as, a stock dividend or other distribution in respect to any of the foregoing. For the purpose of any calculations required under Section 2, the number of Registrable Securities held by a holder shall equal the number of shares of Common Stock attributable to such holder, with the number of shares of Common Stock attributable to a holder being equal to (i) the number of shares of Common Stock held by such holder plus (ii) the number of shares of Common Stock into which any Preferred Stock held by such holder is convertible (including any shares of Preferred Stock which the Investor may acquire upon exercise of any outstanding warrant). Notwithstanding the foregoing, a Registrable Security shall cease to be a Registrable Security when (i) a registration statement covering such Registrable Security has been declared effective by the SEC and such Registrable Security has been disposed of pursuant to such effective registration statement or (ii) (x) such Registrable Security has been sold through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), (y) become eligible for resale pursuant to Rule 144(b)(1) under the Securities Act, and (z) any certificate evidencing such Registrable Shares to be transferred need not bear a restrictive legend. In no event shall shares of Series A-2 Preferred Stock owned by an Investor, shares issuable upon conversion thereof or shares received as, or issued or issuable upon a conversion of other securities received as, a stock dividend or other distribution in respect of such Series A-2 Preferred Stock be considered "Registrable Securities." "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. View More

Definitions. As used in this Award Agreement, the following terms shall have the meanings set forth below: "Disabled" or "Disability" shall have the same meaning as provided in the long-term disability plan or policy maintained by the Company or prior to a Triggering Event, Inland American Real Estate Trust, Inc. ("Inland REIT"), whichever entity maintains such plan or policy and if both maintain such a plan or policy, then the plan or policy of the Company. If no such disability plan or policy is maintained... by the Company or Inland REIT, such term shall mean the Participant is unable 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. If the Participant disputes the Company's determination of Disability, the Participant (or his designated physician) and the Company (or its designated physician) shall jointly appoint a third party physician to examine the Participant and determine whether the Participant is Disabled. "Good Reason" shall have the meaning set forth under an applicable employment agreement between the Participant and the Company or an Affiliate of the Company, provided that if no such definition is applicable, such term shall mean (i) a material diminution of the Participant's base salary or annual target bonus opportunity; (ii) a material reduction in the Participant's authority, duties or responsibilities; (iii) Participant being required to relocate his principal place of employment with the Company or an Affiliate more than 50 miles from his principal place of employment as of immediately prior to a Change in Control, it being understood that any requirement that Participant travel frequently and spend prolonged periods away from Participant's principal residence shall not constitute Good Reason; or (iv) failure of any successor to the Company following a Change in Control to assume this Award Agreement and the obligations hereunder. A termination of employment by the Participant shall not be deemed to be for Good Reason unless (A) Participant gives the Company written notice describing the event or events which are the basis for such termination within sixty (60) days after the event or events occur, (B) such grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days of the Company's receipt of such notice ("Correction Period"), and (C) Participant terminates his employment no later than thirty (30) days following the Correction Period. View More