Definitions Contract Clauses (26,161)

Definitions. Capitalized terms used herein without definitions shall have the meanings given to them in the Agreement, as amended.

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Covered Products" means any product that falls into one or more of the following categories, so long as the Company is producing, marketing, selling or licensing such product anywhere in the world: beverages, including without limitation carbonated soft drinks, tea, water, juice drinks, sports drinks, coffee drinks, energy drinks and value added dairy drinks; juices and juice products; dairy products; sn...acks, including salty snacks, sweet snacks, meat snacks, granola and cereal bars, and cookies; hot cereals; pancake mixes; value-added rice products; pancake syrup; value-added pasta products; ready-to-eat cereals; dry pasta products; or any product or service that the Participant had reason to know was under development by the Company during the Participant's employment with the Company. (b) "Closing Price" of a share of PepsiCo Common Stock on any date shall mean an amount equal to the closing sales price for a share of PepsiCo Common Stock as reported on the composite tape for securities listed on the New York Stock Exchange on the date in question (or if no sales of Common Stock were made on said Exchange on such date, on the immediately preceding day on which sales were made on such Exchange). (c) "Participation" shall be construed broadly to include, without limitation: (i) serving as a director, officer, employee consultant or contractor with respect to such a business entity; (ii) providing input, advice, guidance or suggestions to such a business entity; or (iii) providing a recommendation or testimonial on behalf of such a business entity or one or more products it produces. (d) The "Premium Stock Factor" shall equal twice the quotient obtained by dividing (i) the average of the Closing Prices on all trading days occurring during the 90 calendar day period prior to the Vesting Date by (ii) the product of (a) the average of the Closing Prices on all trading days occurring during the 90 calendar day period prior to the Grant Date and (b) 1.05n, where "n" equals the number of years included in the Performance Period. (e) "Prospective Customer" shall mean any individual or entity of which the Participant has gained knowledge as a result of the Participant's employment with the Company and with which the Participant dealt with or had contact with during the six (6) months preceding his or her termination of employment with the Company. (f) "Related Entity" shall mean any entity (i) as to which PepsiCo directly or indirectly owns 20% or more, but less than a majority, of the entity's voting securities, general partnership interests, or other voting or management rights at the relevant time and (ii) which the Committee or its delegate deems in its sole discretion to be a related entity at the relevant time. (g) "Retirement" shall mean (i) early, normal or late retirement as used in the U.S. pension plan of the Company in which the Participant participates (if any) and for which the Participant is eligible pursuant to the terms of such plan or (ii) termination of employment after attaining at least age 55 and completing at least 10 years of service with the Company (or, if earlier, after attaining at least age 65 and completing at least five years of service with the Company), with the number of years of service completed by a Participant subject to clause (ii) to be calculated in accordance with administrative procedures established from time to time under the Plan. (h) "Stock Price Return" shall equal the quotient obtained by dividing (i) the positive or negative difference between (a) the average of the Closing Prices on all trading days occurring during the 90 calendar day period prior to the Vesting Date minus (b) the average of the Closing Prices on all trading days occurring during the 90 calendar day period prior to the Grant Date; by (ii) the average of the Closing Prices on all trading days occurring during the 90 calendar day period prior to the Vesting Date. (i) "Total Disability" shall mean being considered totally disabled under the PepsiCo Long-Term Disability Program (as amended and restated from time to time), with such status having resulted in benefit payments from such plan or another Company-sponsored disability plan and 12 months having elapsed since the Participant was so considered to be disabled from the cause of the current disability. The effective date of a Participant's Total Disability shall be the first day that all of the foregoing requirements are met. View More

Definitions. All capitalized words and terms not otherwise defined herein shall have the meaning ascribed to such terms in the Original Agreement.

Definitions. Unless otherwise defined in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in the Plan. 13. Acknowledgments. Participant hereby: (i) acknowledges receiving a copy of the Plan Description relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in such Plan Description; (ii) accepts this Agreement and the Restricted Stock awarded pursuant hereto subject to all provisions of the Plan an...d this Agreement; and (iii) agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee relating to the Plan, this Agreement or the Restricted Stock awarded hereunder. Participant evidences his or her agreement with the terms and conditions of this Agreement, and his or her intention to be bound hereby, by electronically accepting the Award granted hereunder pursuant to the procedures adopted by the Company. Upon such acceptance by Participant, this Agreement will be immediately binding and enforceable against Participant and the Company. THE PROGRESSIVE CORPORATION By: /s/ Charles E. Jarrett Vice President & Secretary EX-10.13 8 d441077dex1013.htm EX-10.13 EX-10.13 Exhibit 10.13 RESTRICTED STOCK AWARD AGREEMENT ( Time-Based Award) This Agreement ("Agreement") is made this by and between ("Participant") and The Progressive Corporation (the "Company"). View More

Definitions. All terms used herein without definition having the meanings ascribed to them in the Indenture.

Definitions. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Terms Document and, if not defined therein, in the Indenture and, if not defined therein, in the Pooling and Servicing Agreement. The following capitalized terms shall have the following meanings: "AIFM Regulation" means Commission Delegated Regulation (EU) No. 231/2013, as in effect as of the date hereof. "Applicable Investor" means each holder of a beneficial interest in any Class A(2017-5) Not...e that is (i) an EEA credit institution or investment firm subject to the CRR, including any consolidated group affiliate thereof; (ii) an EEA insurer or reinsurer subject to the Solvency II Regulation; or (iii) an EEA alternative investment fund manager to which the AIFM Regulation applies. "CRR" means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013, as supplemented by the CRR Delegated Regulation, as in effect as of the date hereof. "CRR Delegated Regulation" means Commission Delegated Regulation (EU) No. 625/2014, as in effect as of the date hereof. "EEA" means the European Economic Area. "EU Retention Rules" means: (i) Articles 404 – 410 (inclusive) of CRR; (ii) Articles 50 – 56 (inclusive) of the AIFM Regulation; and (iii) Articles 254 – 257 (inclusive) of the Solvency II Regulation, each as in effect as of the date hereof, together with any guidance published in relation thereto including any regulatory and/or implementing technical standards in effect as of the date hereof. "Solvency II Regulation" means Commission Delegated Regulation ((EU No. 2015/35), as in effect as of the date hereof. 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 of the Next Equity Financing (as defined below) and ending five (5) years from the date of the Next Equity Financing, unless sooner terminated as provided below. (b) "Exercise Price" shall mean the per share price of the securities sold at the Next Equity Financing. (c) "Next Equity Financing" shall mean the first equity financing following the date... hereof involving the sale by the Company of its Preferred Stock in which the Company receives an aggregate of at least $2,000,000 in cumulative gross proceeds, including conversion of any outstanding indebtedness of the Company, including the Note. (d) "Warrant Coverage Amount" shall mean the Holder's Loan Amount (as defined in the Purchase Agreement) multiplied by .10. 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 of the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of the Company's Common Stock for the account of the Company (the "IPO") and ending two (2) years thereafter, unless sooner terminated as provided below. (b) "Exercise Price..." shall mean the per share purchase price of the Company's Common Stock sold in the IPO. (c) "Exercise Shares" shall mean the Company's Common Stock. (d) "Warrant Coverage Amount" shall mean $[ ]. View More

Definitions. As used in this Note, the following capitalized terms have the following meanings: (a) "Company" includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of the Company under this Note. (b) "Event of Default" has the meaning given in Section 4 hereof. (c) "Investor" shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note. A reference to a Lien... of Investor or a security agreement executed in favor of Investor shall be deemed to include a Lien granted to a collateral agent on behalf of Investor and a security agreement executed in favor of a collateral agent on behalf of Investor, respectively. (d) "Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction. (e) "Majority in Interest" shall mean (i) more than 50% of the aggregate outstanding principal amount of the Notes issued pursuant to the Note Purchase Agreement, including all Notes issued to the Early Investors (as defined in the Note Purchase Agreement), and (ii) so long as Greg Vislocky and/or any entity controlled by Greg Vislocky together holds a Note or Notes with an aggregate outstanding principal amount of at least One Hundred Thousand Dollars ($100,000), Greg Vislocky. (f) "Material Adverse Effect" shall mean a material adverse effect on (a) the business, assets, operations, or financial condition of the Company; or (b) the ability of the Company to pay or perform the Obligations in accordance with the terms of this Note. (g) "Note Purchase Agreement" has the meaning given in the introductory paragraph hereof. (h) "Obligations" shall mean the Company's obligations to pay principal, accrued interest and expenses under the Note and the Security Agreement. (i) "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority. (j) "Securities Act" shall mean the Securities Act of 1933, as amended. (k) "Transaction Documents" shall mean this Note, each of the other Notes issued under the Note Purchase Agreement, the Note Purchase Agreement, and the Security Agreement. -2- 2. Interest. Any interest on the Original Note that accrued before the date of this Note that did not convert to principal pursuant to the Original Note or that has not been paid shall be paid within five (5) business days following the date hereof. Prior to the Maturity Date, all interest on this Note that accrues on and following the Trigger Date and during a calendar quarter ("Quarterly Accrued Interest") shall be paid to Investor by the fifth (5th) business day of the first month of the immediately following calendar quarter. The Company may prepay any portion of the principal hereunder that represents Quarterly Accrued Interest. In the event any interest payment due hereunder is not received by Investor within ten (10) days of when due, the Company shall pay to Investor as a late charge (i) a sum of five percent (5%) of such overdue amount and (ii) at the end of each successive month thereafter, a sum of five percent (5%) of such overdue amount that has not been paid by the end of such month. View More

Definitions. (a) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms shall have the meanings set forth in the UCC (defined below): Accession, Account, Adverse Claim, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account, Document, Electronic Chattel Paper, Equipment, Farm Products, Financial Asset, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment C...ompany Security, Investment Property, Letter-of-Credit Right, Manufactured Home, Money, Proceeds, Securities Account, Security Entitlement, Security, Software, Supporting Obligation and Tangible Chattel Paper. (b) In addition, the following terms shall have the meanings set forth below: "Collateral" has the meaning provided in Section 2 hereof. "Copyright License" means any written agreement, naming any Obligor as licensor, granting any right under any Copyright. "Copyrights" means (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office, and (b) all renewals thereof. "Patent License" means any agreement, whether written or oral, providing for the grant by or to an Obligor of any right to manufacture, use or sell any invention covered by a Patent. "Patents" means (a) all letters patent of the United States or any other country and all reissues and extensions thereof, and (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof. "Pledged Equity" means, with respect to each Obligor, 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary of the Borrower that is directly owned by such Obligor, including the Equity Interests of the Subsidiaries owned by such Obligor as set forth on Schedule 1(b) hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such shares, and all options and other rights, contractual or otherwise, with respect thereto, including, but not limited to, the following: (1) all Equity Interests representing a dividend thereon, or representing a distribution or return of capital upon or in respect thereof, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder thereof, or otherwise in respect thereof; and (2) in the event of any consolidation or merger involving the issuer thereof and in which such issuer is not the surviving Person, all shares of each class of the Equity Interests of the successor Person formed by or resulting from such consolidation or merger, to the extent that such successor Person is a direct Subsidiary of an Obligor. "Secured Obligations" means, without duplication, (a) all Obligations and (b) all costs and expenses incurred in connection with enforcement and collection of the Obligations, including the fees, charges and disbursements of counsel. "Trademark License" means any agreement, written or oral, providing for the grant by or to an Obligor of any right to use any Trademark. "Trademarks" means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise and (b) all renewals thereof. "UCC" means the Uniform Commercial Code as in effect from time to time in the state of Michigan except as such term may be used in connection with the perfection of the Collateral and then the applicable jurisdiction with respect to such affected Collateral shall apply. "Work" means any work that is subject to copyright protection pursuant to Title 17 of the United States Code. View More