Definitions Contract Clauses (26,161)

Definitions. As used in this Plan, unless the context clearly requires otherwise, the following terms shall have the meaning respectively provided: (a) "Agreement" means the Phantom Stock Unit Agreement entered into by a Participant and Tidewater providing the terms and conditions of a given Award. (b) "Award" means a specific grant of Phantom Stock Units under this Plan representing the conditional agreement of Tidewater to pay additional compensation to a given Participant. (c) "Board" means the Board of D...irectors of Tidewater. (d) "Code" means the Internal Revenue Code of 1986, as amended, including, for each section cited, the regulations and guidance issued thereunder. (e) "Committee" means the Compensation Committee of the Board or a subcommittee thereof. The Committee shall consist of not fewer than two members of the Board, each of whom must qualify as a both a "non-employee director" under Rule 16b-3 promulgated under the 1934 Act and an "outside director" for purposes of Section 162(m) of the Code. (f) "Common Stock" means the common stock, $0.10 par value per share, of Tidewater. (g) "Company" means Tidewater together with any entity of which Tidewater owns (directly or indirectly), within the meaning of Section 424(f) of the Code, 50% or more of the total combined voting power of all equity interests. (h) "Dividend Equivalent" means, with respect to a given Award of Phantom Stock Units credited to a particular Participant, a dollar amount equal to any cash dividend or distribution that the Participant would have been entitled to receive if the Participant had been the owner, on the record date for such dividend or distribution, of a number of shares of Common Stock equal to the number of Phantom Stock Units then properly credited to the Phantom Stock Unit Account of the Participant with respect to such Award. 1 (i) "Effective Date" means the date set forth in the Agreement as the effective date of the Award. (j) "Participant" means any eligible officer or key employee selected pursuant to Section 4.1 to receive the grant of an Award. (k) "Phantom Stock Unit" means the right to receive the Value Per Unit in cash from the Company. Such right shall be subject to the vesting and other terms and conditions of this Plan and the Agreement relating to such Phantom Stock Units. (l) "Phantom Stock Unit Account" means a bookkeeping entry that shall consist of the number of Phantom Stock Units awarded to each Participant from time to time and credited to the Participant's account together with all Dividend Equivalents thereon, less all Phantom Stock Units and Dividend Equivalents that have been paid out to such Participant. (m) "1934 Act" means the Securities Exchange Act of 1934. (n) "Value Per Unit" means the closing price of a share of Common Stock on the New York Stock Exchange on the vesting date, or, if no sale shall have been made on that day, on the preceding day on which there was a sale of Common Stock. View More

Definitions. Capitalized terms used but not defined herein have the same meanings given in the Agreement.

Definitions. As used herein, the following terms shall have the meanings set forth below: a. "Cause" shall have the meaning set forth in the Employment Agreement. b. "Change in Control" shall have the meaning set forth in the Employment Agreement. c. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. d. "Committee" shall mean the Compensation and Human Resources Committee of the Board of Directors of the Company (each a "Director" an...d collectively the "Board") or any other committee of the Board designated by the Board to administer this Agreement or any portion hereof. e. "Deferred Compensation" shall have the meaning set forth in Section 18 of this Agreement. f. "Disability" shall have the meaning set forth in the Employment Agreement. g. "Early Retirement" shall mean retirement, with consent of the Committee at the time of retirement, from active employment with the Company and any Subsidiary or Parent Corporation of the Company. h. "Fair Market Value" shall mean the value of the Shares on a given date as determined by the Committee that, if applicable, will result in the Option being exempt from the requirements of a "deferred compensation plan" under Section 409A of the Code. i. "Good Reason" shall have the meaning set forth in the Employment Agreement. j. "Normal Retirement" shall mean retirement from active employment with the Company and any Subsidiary or Parent Corporation of the Company on or after (i) age 65 or (ii) age 55 if the Optionee has ever served the Company as a full-time employee for at least 15 years. -7- k. "Parent Corporation" shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations (other than the Company) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. l. "Person" shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust. m. "Retirement" shall mean Normal Retirement or Early Retirement. n. "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation. o. "Share" or "Shares" shall mean the common stock, $.01 par value per share, of the Company (the "Common Stock") or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 11 of this Agreement. p. "Specified Employee" shall have the meaning set forth in Section 18(b) hereof. q. "Subsidiary" shall mean any current or future corporation which would be a "subsidiary corporation" of the Company, as that term is defined in Section 424 of the Internal Revenue Code of 1986, as amended. r. "Total Market Value" shall have the meaning set forth in Section 17(b) hereof. View More

Definitions. For purposes of this Retention Agreement, the following terms will have the following definitions: (a) Cause. "Cause" means (i) gross negligence or willful misconduct in the performance of your duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company or its subsidiaries, (ii) repeated unexcused absences from the Company, (iii) commission of any act of fraud with respect to the Company, or (v) con...viction of a felony or a crime involving moral turpitude and causing material harm to the standing and reputation of the Company, in each case as determined in good faith by the Company's Board of Directors (the "Board"). (b) Section 409A. "Section 409A" means Section 409A of the Code, any final regulations and guidance under that statute, and any applicable state law equivalent, as each may be amended or promulgated from time to time. (c) Section 409A Limit. "Section 409A Limit" means the lesser of two (2) times: (i) your annualized compensation based upon the annual rate of pay paid to you during the Company's taxable year preceding the Company's taxable year of your termination of employment as determined under Treasury Regulation 1.409A‐1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which your employment is terminated. (d) Severance Agreement. "Severance Agreement" means the Amended and Restated Change of Control and Severance Agreement dated July 1, 2013, entered into between you and the Company, which amended and restated the Change of Control and Severance Agreement dated November 14, 2005. View More

Definitions. In this Agreement, unless the context otherwise requires: (a) "Affiliate" means, with respect to a party, any firm, corporation, partnership, limited liability partnership, limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with a party. For purposes of the foregoing, "control" means: (a) where applicable, ownership directly of fifty percent (50%) or more of the voting power to elect directors thereof; or o...therwise (b) the power to direct the management of such entity. (b) "Agreement" means this Amended and Restated Administrative Services Agreement including all recitals and exhibits. (c) "Fiscal Year" means the 52-53 week period ending on the Saturday closest to December 31 that is divided into thirteen 4-week periods (each, a "Fiscal Period"). (d) "Service" means any one or more of the administrative services available from Safeway and described on Exhibit A hereto and as requested by Blackhawk of Safeway from time to time. View More

Definitions. Unless otherwise defined in this Agreement, terms used in this Agreement which are defined in the Loan Agreement shall have the meanings assigned to such terms in the Loan Agreement. The interpretive provisions set forth in Section 1.02 of the Loan Agreement shall apply to this Agreement.

Definitions. (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement. In addition, the following terms, which are defined in the UCC as in effect in the State of New York on the date hereof, are used as defined therein: Accession, Financial Asset, Proceeds and Security. (b) As used herein, the following terms shall have the meaning set forth below: "Borrowers" has the meaning provided in the recitals hereof. "Collateral Agent" has the meaning provi...ded in the introductory paragraph hereof, together with its successors and assigns. "Credit Agreement" has the meaning provided in the recitals hereof. "Event of Default" has the meaning provided in Section 8 hereof. "Existing Credit Agreement" has the meaning provided in the recitals hereof. 2 "Existing Pledge Agreement" has the meaning provided in the recitals hereof. "Pledge Agreement" has the meaning provided in the introductory paragraph hereof, as amended and modified. "Pledged Collateral" has the meaning provided in Section 2 hereof. "Pledged Shares" has the meaning provided in Section 2(a) hereof. "Pledgors" has the meaning provided in the introductory paragraph hereof. "Secured Obligations" means, without duplication, (a) all Obligations and (b) all costs and expenses incurred in connection with enforcement and collection of the Secured Obligations, including reasonable attorneys' fees and expenses. "UCC" means the Uniform Commercial Code as in effect in the state of New York from time to time. View More

Definitions. When used in this Agreement, the listed terms shall have the following meanings: a. "Study" means the conduct of human research using the Study Drug manufactured by Actinium on Qualified Subjects at the Site pursuant to the protocol which has been reviewed and approved by the IRH and the FDA prior to the commencement of the Study. b. "Protocol" means the details of that certain clinical Study to be performed pursuant to this Agreement entitled A Phase I/11 Study of Low Dose Cytarabine and Actini...um-255 Hum 195 in Older Patients with Untreated Acute Myeloid Leukemia, The Protocol, including any amendments is hereby incorporated by reference. and made part of this AgreeMent. c. "MB" means the institutional review board of Site. d. "Study Drug" means the compound known as Actinium-255 Hum 195. e. "Study Data" means all of the data collected and records compiled during the Study relating to the conduct of the Study and/or the Study Drug. Study Data includes without limitation, all records prepared by the Investigator and all clinical research assistants, all Case Report Farms, all Screening records, all records on Qualified Subjects, Completed Subjects, Withdrawn Subjects, Uncompleted Subjects and Non-Qualified Subjects, all Informed Consent forms, all adverse/unexpected/serious or other reportable events, and all modifications, adjustments, suggestions for improvement of the Study Drug. f. "Potential Subject" is a patient or individual who could possibly participate in the Study. g. "Screening" is the process of identifying Potential Subjects and of conducting the examinations and tests necessary to select Qualified Subjects for the Study. h. "Qualified Subject" is a subject who, on inclusion in the treatment phase of the Study, has met all of the inclusion criteria and none of the exclusion criteria in the Protocol and has given his/her written Informed Consent to participate in the Study. i. "Completed Subject" is a Qualified Subject who has completed the Study and met the minimum attendance and compliance standards in the Protocol for evaluation of the safety and effectiveness of the Study Drug. j. "Withdrawn Subject" is a Qualified Subject who has been withdrawn from the Study because of treatment failure or adverse event, but who otherwise met the Protocol entry requirements. "Uncompleted Subject" is a Qualified Subject who was initially included in the Study but who failed to complete the Study satisfactorily because of insufficient clinic attendance, poor compliance, voluntary withdrawal, and loss to fol low-up or other Protocol violations. View More

Definitions. For purposes hereof: (a) "Peer Group" means the following entities: Acadia Realty Trust, Brixmor Property Group Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, Ramco-Gershenson Properties Trust, Regency Centers Corporation, Retail Opportunity Investments Corp., Retail Properties of America, Inc., Urban Edge Properties, and Weingarten Realty Investors. In terms of mandatory adjustments to the Peer Group during the Performance Period: (i) if any member of ...the Peer Group files for bankruptcy and/or liquidation, is operating under bankruptcy protection, or is delisted from its primary stock exchange because it fails to meet the exchange listing requirement, then such entity will remain in the Peer Group, but RTSR for the Performance Period will be calculated as if such entity achieved Total Shareholder Return placing it at the bottom (chronologically, if more than one such entity) of the Peer Group; (ii) if, by the last day of the Performance Period, any member of the Peer Group has been acquired and/or is no longer existing as a public company that is traded on its primary stock exchange (other than for the reasons as described in subsection (i) above), then such entity will not remain in the Peer Group and RTSR for the Performance Period will be calculated as if such entity had never been a member of the Peer Group; and (iii) except as otherwise described in subsection (i) and (ii) above, for purposes of this Statement of Management Objectives, for each of the members of the Peer Group, such entity shall be deemed to include any successor to all or substantially all of the primary business of such entity at end of the Performance Period. (b) "Relative Total Shareholder Return" or "RTSR" means the percentile rank of the Company's Total Shareholder Return as compared to (but not included in) the Total Shareholder Returns of all members of the Peer Group, ranked in descending order, at the end of the Performance Period. (c) "Total Shareholder Return" means, with respect to each of the Common Shares and the common stock of each of the members of the Peer Group, a rate of return reflecting stock price appreciation, plus the reinvestment of dividends in additional shares of stock, from the beginning of the Performance Period through the end of the Performance Period. For purposes of calculating Total Shareholder Return for each of the Company and the members of the Peer Group, the beginning stock price will be based on the closing price on the trading day immediately prior to the first day of the Performance Period on the principal stock exchange on which the stock then traded and the ending stock price will be based on the closing price on the last day of the Performance Period on the principal stock exchange on which the stock then trades. View More

Definitions. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Facility Agreement. All terms defined in the New York UCC and not defined herein have the meanings specified therein. "New York UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York.