Definitions Contract Clauses (26,161)

Definitions. As used in this Agreement: (a) "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person. For the purposes of this definition, "Control," when used with respect to any Person, means the possession, directly or indirectly, of the power to (i) vote 10% or more of the securities having ordinary voting power for the election of directors (or comparable positions) of such Person or (ii) direct or cau...se the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms "Controlling" and "Controlled" have meanings correlative to the foregoing; (b) "Governmental Authority" means any domestic or foreign governmental or regulatory authority; (c) "Law" means any federal, state or local statute, law, rule, regulation, ordinance, code, Permit, license, policy or rule of common law; -5- (d) "Lien" means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset. For purposes of this Agreement, a Person will be deemed to own, subject to a Lien, any property or asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset; (e) "Order" means any judgment, injunction, judicial or administrative order or decree; (f) "Permit" means any government or regulatory license, authorization, permit, franchise, consent or approval; and (g) "Person" means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. View More

Definitions. All capitalized undefined terms used in this Agreement shall have the meanings ascribed thereto in the Credit Agreement, as amended hereby.

Definitions. The following terms have the following meanings: "Change of Control" shall mean the occurrence of (a) any consolidation or merger of the Company with or into any other corporation or other Person, or any other corporate reorganization or transaction (including the acquisition of capital stock of the Company), whether or not the Company is a party thereto, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or transaction, own capital stock eit...her (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of the Company or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not the Company is a party thereto, after giving effect to which in excess of fifty percent (50%) of the Company's voting power is owned directly, or indirectly through one or more entities, by any Person and its "affiliates" or "associates" (as such terms are defined in the rules adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as in effect from time to time), other than the Investors and their respective Affiliated Funds, excluding, in any case referred to in clause (a) or (b) any bona fide primary or secondary public offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of the Company. "Person" shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. "Investors" shall mean Bain Capital Fund IX, L.P., Bain Capital Integral Investors, LLC, BCIP TCV, and LLC, BCIP Associates - G. "Affiliated Fund" shall mean each corporation, trust, limited liability company, general or limited partnership or other entity under common control with any Investor or that receives investment advice from the investment adviser to any Investor or an investment adviser affiliated with such investment adviser. View More

Definitions. Unless otherwise defined in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in The Progressive Corporation 2010 Equity Incentive Plan, as amended (collectively, the "Plan"). It is understood that references herein to any performance results of the Company mean the applicable operating results of the insurance Subsidiaries and mutual company Affiliate of the Company.2. Award of Restricted Stock Units. The Company grants to Participant an award (the "Awar...d") of performance-based restricted stock units ("Restricted Stock Units" or "Units"), pursuant and subject to the Plan. The Award is based on an initial award value of <# of Units> Units (the "Initial Award Value"). The number of Restricted Stock Units that are ultimately earned pursuant to the Award (if any) will be determined based on the Initial Award Value and the procedures and calculations set forth in this Agreement. Under the calculations set forth below, the maximum potential Award is a number of Units equal to two and one-half (2.5) times the Initial Award Value (the "Maximum Award Value") plus Dividend Equivalent Units (defined below).3. Condition to Participant's Rights under this Agreement. This Agreement shall not become effective, and Participant shall have no rights with respect to the Award or any Restricted Stock Units, unless and until Participant has fully executed this Agreement and delivered it to the Company. In the Company's sole discretion, such execution and delivery may be accomplished through electronic means. View More

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: "Collateral" means, collectively, (a) the Pledged Securities and each addition, if any, thereto and... each substitution, if any, therefor, in whole or in part, (b) the certificates representing the Pledged Securities, and (c) the dividends, cash, instruments and other property distributed in respect of and other proceeds of any of the foregoing. "Event of Default" means an event or condition that constitutes an Event of Default as defined in Section 6.1 hereof. "Obligations" means, collectively, (a) all Indebtedness and other obligations now owing or hereafter incurred by the Pledgor 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 Pledgor 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. "Pledged Securities" means all of the shares of capital stock or other equity interest of a direct Subsidiary of the Pledgor, whether now owned or hereafter acquired or created, and all proceeds thereof; provided that Pledged Securities shall exclude shares of voting capital stock or other voting equity interests in any first-tier Foreign Subsidiary in excess of sixty-five percent (65%) of the total outstanding shares of voting capital stock or other voting equity interest of such first-tier Foreign Subsidiary. As of the Closing Date, the existing Pledged Securities are listed on the attached Exhibit A. "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. View More

Definitions. Defined terms used but not defined in this Amendment are as defined in the Credit Agreement.

Definitions. For purposes of this Statement of Terms and Conditions for Restricted Stock Units ("Terms and Conditions"), all capitalized terms not defined in these Terms and Conditions will have the meanings described in The Procter & Gamble 2009 Stock and Incentive Compensation Plan (the "Plan"), and the following terms will have the following meanings. (a) "Data" has the meaning described in Section 6; (b) "Forfeiture Date" is the date identified as such in your Award Letter; (c) "Forfeiture Period" means ...the period from the Grant Date until the Forfeiture Date. (d) "Grant Date" means the date a Restricted Stock Unit was awarded to you, as identified in your Award Letter; (e) "Original Settlement Date" is the date identified as such in your Award Letter, as adjusted, if applicable, by Section 2; (f) "Procter & Gamble" means the Company and/or its Subsidiaries; (g) "Restricted Stock Unit" means an unfunded, unsecured promise by the Company, in accordance with these Terms and Conditions and the provisions of the Plan, to issue to you one share of Common Stock on the Original Settlement Date; (h) "Separation from Service" shall have the meaning provided under Section 409A. View More

Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the following meanings: 1.1 "Charter" means the Company's Articles of Incorporation in the form contemplated by the Purchase Agreement, as it may be amended and restated from time to time as permitted thereby. 1.2 "Common Shares" means the Company's Common Shares, $0,001 par value per share, including any Common Shares issued or issuable upon conversion of the Company's outstanding Series A Preferred or Series B... Preferred or exercise of any option, warrant or other security or right of any kind convertible into or exchangeable for Common Shares. 1.3 "Holders" shall mean, collectively, the Key Holders and the Preferred Holders. 1.4 "Holdings LLC Agreement" shall mean that certain Second Amended and Restated Limited Liability Company Operating Agreement of Holdings, dated on or about the date hereof, as it may be amended or amended and restated from time to time. 1.5 "Key Executive Indirect Shares" shall mean, with respect to any Key Executive at any time, the product of (x) the number of Key Holder Shares owned by Holdings multiplied by (y) Liquidation Applicable Percentage (as defined pursuant to that Holdings LLC Agreement) for such Key Executive and his Permitted Transferees (as defined pursuant to the Holdings LLC Agreement). 1.6 "Key Executive" shall mean each of Miller, Beauchamp and Haske, so long as he remains an employee, officer or director of, or consultant to, the Company. 1.7 "Key Executive Shares" shall mean, with respect to any Key Executive, the sum of (x) number of Key Holder Shares owned directly by such Key Executive plus (y) the Key Executive Indirect Shares. 1.8 "Key Holder" shall mean any of Holdings and any transferee of Common Shares from Holdings, other than the Company and any Preferred Holder. 1.9 "Key Holder Shares" means the Common Shares now owned or subsequently acquired by the Key Holders by gift, purchase, dividend, option exercise or any other means whether or not such securities are registered in a Key Holder's name or beneficially or legally owned by such Key Holder, including any interest of a spouse in any of the Key Holder Shares, whether that interest is asserted pursuant to marital property laws or otherwise. The number of shares of Key Holder Shares owned by the Key Holders as of the date hereof are set forth on EXHIBIT A, which may be amended from time to time by the Company to reflect changes in the number of Common Shares owned by the Key Holders, but the failure to so amend shall have no effect on such Key Holder Shares being subject to this Agreement. 1.10 "Preferred Holder Shares" means the shares of Series A Preferred and Series B Preferred and any Common Shares now owned or subsequently acquired by the Preferred Holders whether or not such securities are only registered in a Preferred Holder's name or beneficially or otherwise legally owned by such Preferred Holder. 1.11 "Repurchase" shall refer to the series of transactions taking place on or about the date of this Agreement, whereby the Company will repurchase Common Shares from certain holders of its Common Shares, including Holdings, and by which Holdings will redeem certain units from its unit holders. 2 1.12 "Series A Preferred" means the Company's Series A Preferred Shares now owned or hereafter acquired by the Preferred Holders and their permitted assigns, taken together. 1.13 "Series B Preferred" means the Company's Series B Preferred Shares now owned or hereafter acquired by the Preferred Holders and their permitted assigns, taken together. 1.14 "Shares" shall mean, collectively, the Key Holder Shares and Preferred Holder Shares. 1.15 "Transfer" means any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any of the Key Holder Shares. View More

Definitions. Bank. Commerce Union Bank, a bank chartered under the laws of Tennessee, and any successor or transferee of substantially all of its business or assets. Bank Holding Company. A corporation that owns or controls at least fifty percent (50%) of the voting securities of the Bank and that is supervised and regulated by the Federal Reserve System under the provisions of the Bank Holding Company Act of 1956, as amended. Board or Board of Directors. The Board of Directors of the Company unless otherwis...e indicated herein. Employee. A full-time employee of the Bank, the Company, or a Subsidiary, including an officer who is such an employee. Fair Market Value. The fair market value of the shares of Stock as of such date as determined in good faith by the Board of Directors and in compliance with Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance issued thereunder. Incentive Stock Option. Any Option intended to meet the requirements of an incentive stock option as defined in Section 422. Non-Qualified Stock Option. Any Option not intended to be an Incentive Stock Option. Option. An option to purchase shares of Stock granted under the Plan, including both an Incentive Stock Option and a Non-Qualified Stock Option, evidenced by a written Stock Option Agreement. 1 Person. An individual, a partnership, a corporation, or any other private, governmental or other entity. Plan. The Commerce Union Bancshares, Inc. Stock Option Plan herein set forth, as the same may from time to time be amended. Rule 16b-3. Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and any successor rule or regulation. Section 422. Section 422 of the Internal Revenue Code of 1986, as amended, or any successor statute. Stock. The common stock of the Company, $1.00 par value, and the preferred stock of the Company, no par value, as may be issued from time to time. Subsidiary. Any business association (including a corporation or a partnership) in an unbroken chain of such associations beginning with the Company if each of the associations (other than the last association in such chain) owns equity interests possessing 50% or more of the combined voting power of all classes of equity interests in one of the other associations in such chain. View More

Definitions. As used herein, the following terms have the meanings set forth below: "Borrower Default" means any Default as defined in the FCCC Credit Agreement. "Lien" means any security interest, mortgage, deed of trust, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device, including the interest of each lessor under any capitalized lease and the interest of any bondsman under any payment or performance bond, in, of or on any assets or properties of a person, wheth...er now owned or hereafter acquired and whether arising by agreement or operation of law. "Preferred Lender Debt", used herein in its most comprehensive sense, means the FCCC Credit Agreement, the Notes and any and all advances, debts, obligations and liabilities of the Borrower to the Preferred Lender, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement at any time entered into by the Borrower with the Preferred Lender, and whether the Borrower may be liable individually or jointly with others, or whether recovery upon such amounts may be or hereafter become unenforceable. "Subordinated Indebtedness" means all obligations arising under the Subordinated Notes and each and every other debt, liability and obligation of every type and description which the Borrower or any of its subsidiaries may now or at any time hereafter owe to one or more of the Subordinated Creditors, whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several or joint and several. "Subordinated Notes" means Borrower's Second Amended and Restated Secured Promissory Notes, dated May 12, 2015 and/or Amended and Restated Secured Promissory Note dated May 12, 2015, payable to the order of the Subordinated Creditors in the original aggregate principal amount of Six Million Three Hundred Nine Thousand Five Hundred Twenty Seven Dollars ($6,309,527), together with all renewals, extensions and modifications thereof and any note or notes issued in substitution therefor. View More