Definitions Contract Clauses (26,161)

Definitions. Unless otherwise defined herein, capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan. As used herein: (a) "Average Price" on any measurement date means the average daily closing selling price per Share at the close of regular hours of trading calculated for the immediately preceding ninety (90) consecutive trading days. (b) "Award" means an award of Restricted Stock hereby granted. (c) "Date of Grant" means the date on which the Company awarded the... Restricted Stock to the Participant pursuant to the Plan. (d) "Performance Measurement Period" means the period beginning on August 7, 2016 and ending on November 14, 2019. (e) "Restricted Stock" means the shares of Restricted Stock which are the subject of the Award hereby granted. (f) "Service Vesting Period" means the period beginning on the Date of Grant and ending on August 6, 2016. (g) "Shares" mean shares of the Company's Common Stock. (h) "Vesting Date" means the date on which the Participant vests in the Restricted Stock pursuant to Paragraph 4. View More

Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Plan. "Cause" means (i) Participant has failed to perform the duties assigned to him and such failure has continued for 30 days following delivery by the Company of written notice to Participant of such failure, (ii) Participant has been convicted of a felony or misdemeanor involving moral turpitude, (iii) Participant has engaged in acts or omissions against the Company constituting dish...onesty, breach of fiduciary obligation, or intentional wrongdoing or misfeasance, (iv) Participant has acted intentionally or in bad faith in a manner that results in a material detriment to the assets, business or prospects of the Company, or (v) Participant has breached any obligation under this Agreement. "Good Reason" means any of the following: (i) a reduction in Participant's base annual salary; (ii) a material adverse change in Participant's authority, duties or responsibilities; or (iii) the Company requires Participant to move his or her principal place of employment to a location that is 30 or more miles from his or her current place of employment and the new location is farther from his or her primary residence. For purposes of this definition, no act or failure to act on the Company's part shall be considered a "Good Reason" unless (x) Participant has given the Company written notice of such act or failure to act within 30 days thereof, (y) the Company fails to remedy such act or failure to act within 30 days of its receipt of such notice, and (z) Participant terminates his or her employment with the Company within 60 days following the Company's receipt of written notice. "Grant Date" means . "Prorated Amount" means a number equal to the total number of outstanding Restricted Incentive Units granted hereunder multiplied by a fraction (i) the numerator of which is the number of days that elapse from the Vesting Commencement Date to the date of the Qualifying Termination and (ii) 1 the denominator of which is the full number of days beginning on the Vesting Commencement Date and ending at the conclusion of the Restricted Period (as defined below). "Qualifying Termination" means Participant's employment or service with the Company or its Affiliates is terminated due to (i) Participant's retirement with the approval of the Committee on or after reaching age 60, (ii) an involuntary termination of Participant by the Company for reasons other than Cause, or (iii) a termination by Participant for Good Reason. "Restricted Incentive Unit" means a unit granted hereunder as part of the Subject Award described in Section 2 of this Agreement, which, subject to the restrictions and forfeiture conditions described herein, evidences the right to receive one Unit. "Vested Units" means the Units which shall be delivered to Participant upon the vesting of the Restricted Incentive Units pursuant to Section 3 of this Agreement. "Vesting Commencement Date" means . View More

Definitions. All capitalized terms not otherwise defined herein are used as defined in the TAA.SECTION 2. Changes to TAA. Effective as of the date the conditions specified in Section 3 hereof are satisfied, the TAA is hereby amended as follows:2.1 The definition of "Eligible Receivable" in Section 1.1 of the TAA is hereby amended by replacing clause (b)(iii) thereof in its entirety as follows: "(iii) which, according to the Contract related thereto, is required to be paid in full within (x) if such Obligor i...s one of the Obligors listed on Schedule 1.1, the applicable time period appearing opposite the name of such Obligor on such Schedule or (y) if such Obligor is any other Person, 90 days of the original billing date therefor."2.2 The definition of "Loss Horizon Ratio" on Schedule II of the TAA is hereby amended by replacing "four (4.0)" with "five and one half (5.5)" in such definition.2.3 The Schedules to the TAA are hereby amended to add new Schedule 1.1 as set forth in Exhibit A to this Amendment.SECTION 3. Conditions Precedent. Section 2 hereof shall become effective on the date on which the Agent shall have received (i) a counterpart (or counterparts) of this Amendment, executed and delivered by each of the parties hereto, or other evidence satisfactory to the Agent of the execution and delivery of this Amendment by such parties, and (ii) an updated Master Servicer Report, pro forma after giving effect to this Amendment, demonstrating that the sum of the Net Investment (as determined after giving effect to all distributions pursuant to this Agreement on such date and less any portion of the Letter of Credit Liability that has been Cash Collateralized as of such date) and the Required Reserves do not exceed the Net Pool Balance. SECTION 4. Miscellaneous.4.1.Representations and Warranties. The SPV hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of the SPV, enforceable against it in accordance with its terms and (ii) upon the effectiveness of this Amendment, no Termination Event or Potential Termination Event shall exist.4.2.References to TAA. Upon the effectiveness of this Amendment, each reference in the TAA to "this Agreement", "hereunder", "hereof", "herein", or words of like import shall mean and be a reference to the TAA as amended hereby, and each reference to the TAA in any other document, instrument or agreement executed and/or delivered in connection with the TAA shall mean and be a reference to the TAA as amended hereby.4.3.Effect on TAA. Except as specifically amended above, the TAA and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.4.4.Costs and Expenses. The SPV hereby agrees to the pay the reasonable costs and expenses of the Agent, including legal fees, in connection with this Amendment within thirty (30) days of receipt of a statement therefor.4.5.No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Investor under the TAA or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.4.6.Governing Law. This Amendment, including the rights and duties of the parties hereto, shall be governed by, and construed in accordance with, the internal laws of the State of New York (without reference to the conflicts of law principles thereof other than Section 5-1401 of the New York General Obligations Law).4.7.Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.4.8.Headings. The Section headings in this Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Amendment or any provision hereof.4.9.Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. View More

Definitions. As used herein, the following terms have the meanings indicated: "Person" shall mean any individual, partnership, limited liability company, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof. "Prospectus" shall mean the prospectus forming a part of the Registration Statement and the prospectus supplement relating to the Offered Shares in the form first filed pursuant to Rule 424...(b) under the Securities Act, as amended (the "Securities Act"), as further amended or supplemented prior to the execution of this Agreement, and shall include all information and documents incorporated by reference in such prospectus. "Registration Statement" shall mean the registration statement on Form S-3 (Registration No. 333-170622), including a prospectus, relating to the offer and sale of the Company's securities, including the Common Stock, which was filed with the Commission on November 23, 2010. References herein to the term "Registration Statement" as of any date shall mean such effective registration statement, as amended or supplemented to such date, including all information and documents incorporated by reference therein. View More

Definitions. Terms defined in the Credit Agreement that are used herein shall have the same meanings as are set forth in the Credit Agreement for such terms unless otherwise defined herein.

Definitions. As used in this Warrant: "Company Operating Agreement" means that certain Eighth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 20, 2013, as the same may be amended from time to time. "Exercise Price" means the initial offering price per share for shares offered for sale to the public in the Company's initial public offering. "Expiration Date" means the earlier of (a) a Liquidation Event or (b) November 11, 2018. "Liquidation Event" shall have the ...meaning ascribed to it in the Company Operating Agreement. "Person" means an individual, firm, corporation, partnership, association, limited liability company, trust, governmental entity or any other entity. "Securities Act" means the Securities Act of 1933, as amended. View More

Definitions. The following definitions of the Plan are amended as follows: (a) "Affiliate" means any corporation (other than the Company) of which at least fifty percent (50%) of the share capital or voting rights is held directly or indirectly by a company which owns directly or indirectly at least fifty percent (50%) of the share capital or voting rights of the Company. (b) "Award" means any award of an Option under this Sub-Plan. (c) "Directors" means, as of any date and provided that the Common Stock is ...listed on a regulated market of the European Union or on the Nasdaq System or on the New York Stock Exchange in the United States of America, any French resident who is a member of the board of director of any Affiliate or Parent; it being specified that, no Option Awards may be made under this Sub-Plan to a member of the board of directors the Company or any Subsidiary. For French Affiliate and Parent, the members of the board of directors eligible to be granted with an Option under this Sub-Plan, subject to this definition of Director, are limited to the chairman of the board of directors (président du conseil d'administration), the general manager (directeur général) and the deputy general managers (directeurs généraux délégués). (d) "Disability" means total and permanent disability, as defined under Applicable Laws, i.e., a disability as determined in categories 2 and 3 under Section L. 341-4 of the French Social Security Code, as amended. (e) "Employee" means, as of any date and provided that the Common Stock is listed on a regulated market of the European Union or on the Nasdaq System or on the New York Stock Exchange in the United States of America, any French resident who is employed by the Company or by any Subsidiary, Affiliate or Parent under the terms and conditions of an employment contract. (f) "Fair Market Value" means, as of any date and provided that the Common Stock is listed on a regulated market of the European Union or on the Nasdaq System or on the New York Stock Exchange in the United States of America, the per share fair market value determined by reference to a closing sales price of one share on such stock exchange market for the day prior to the day of the decision of the Administrator to grant the Option as quoted on such exchange or system and reported in The Wall Street Journal or such other source as the Administrator deems reliable; provided, however, that the Fair Market Value shall in no case be less than ninety-five percent (95%) of the average of the closing sales price for a share as quoted on said stock exchange market during the twenty (20) market trading days prior to the day of the Administrator's decision to grant the Option (or the average closing bid for such twenty (20) day period, if no sales were reported); it being specified that, when an Option entitles the holder to purchase shares previously repurchased by the Company, the exercise price, notwithstanding the above provisions and in accordance with applicable law, may not be less than 80% of the average purchase price paid by the Company for all shares so previously repurchased. The price settled for the subscription or purchase of Shares shall not be modified during the period in which the Option may be exercised (other than an adjustment pursuant to Section 13 below or as necessary to comply with applicable laws or regulations). (g) "Option" means an option representing the right to purchase Shares from the Company, granted pursuant to the Sub-Plan which is intended to qualify for preferred tax treatment under applicable French tax laws. (h) "Parent" means a corporation which owns directly or indirectly at least ten percent (10%) of the share capital or voting rights of the Company. (i) "Subsidiary" means a corporation of which at least ten percent (10%) of the share capital or voting rights is held directly or indirectly by the Company. Section 1 of the Plan is also completed as follows: (a) "French Participant" means a Participant whose Award is issued in reliance on Sections L. 225-177 through L. 225-186-1 of the French Commercial Code. (b) "Sub-Plan" means this Calyxt, Inc. 2017 Stock Option Sub-Plan for French Employees and Directors. 2 3. Eligibility. (a) Recipients of Grants. Section 3(a) of the Plan is amended as follows: Any Employee or Director shall be eligible to be selected to receive an Award under the Plan, to the extent an offer of an Award or a receipt of such Award is permitted by Applicable Laws or accounting or tax rules and regulations. (b) Type of Award. Section 3(b) of the Plan is amended as follows: Each Award shall be designated in the Award Agreement as an Option granted under the Sub-Plan. (c) Substitute Awards. Section 3(c) of the Plan is not applicable for Awards made further to the present Sub-Plan. (d) No Employment Rights. The present Sub-Plan does not amend Section 3(d) of the Plan. View More

Definitions. The following terms shall have the following meanings: 1.1. "Merck Territory" means all the countries of the world, except the PRC Territory. 1.2. "BeiGene Territory" means The People's Republic of China, excluding Hong Kong, Macau and Taiwan. 1.3. Capitalized terms used in herein but not defined shall have the meanings set forth in the PRC Agreement, or, if not defined in the PRC Agreement, as defined in the Ex-PRC Agreement.

Definitions. As used herein the following terms have the following respective meanings: 1.1. The term "Stock" includes (a) the Company's Common Stock, par value [$.001] per share, and (b) any other securities into which or for which any of the securities described in clause (a) above have been converted or exchanged pursuant to the Certificate of Determination of Preferences applicable to such securities, or any plan of recapitalization, reorganization, merger or consolidation, or otherwise. 1.2. The term "C...ompany" shall mean NUTRAFUELS, Inc. 1.3. The term "Initial Exercise Price" shall mean cashless ($0. 00 USD) per share. 1.4. The term "Person" shall mean an individual, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision thereof. 1.5. The term "Warrant Exercise Period" shall mean the period beginning on the date hereof and ending on the Expiration Date. View More

Definitions. In no event will the Employee have Good Reason to terminate employment unless such act or failure to act results in a material negative change to the Employee's employment that has not been cured within 15 days after a Notice of Termination is delivered by the Employee to the Company. (K)"Notice of Termination" shall have the meaning set forth in Section 4.1 hereof. (L)"Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) t...hereof. (M)"Severance Payments" shall have the meaning set forth in Section 3.2 hereof. (N)"Tax Counsel" shall have the meaning set forth in Section 3.2 hereof. (O)"Term" shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein). (P)"Total Payments" shall mean those payments so described in Section 3.2 hereof. View More