Definitions Contract Clauses (26,161)

Definitions. Each term used herein which is defined in the Indenture has the meaning assigned to such term in the Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern. Section 2. Amendments and Conforming Changes. (a) Sections 4.02, 4.03 and 4.04 of the Base Indenture are each hereby deleted in their entirety and replaced with "[Reserved. ]" (b) Sections 4.01, 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 6.01(d), 6.01(e), 6.01(f), 6.01(g) and 6.01(h) of th...e First Supplemental Indenture are each hereby deleted in their entirety and replaced with "[Reserved. ]" (c) In accordance with Section 9.02 of the Base Indenture, the Holders of the Notes by delivery of their consents, permit and approve any and all conforming changes, including conforming amendments and/or waivers, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this Third Supplemental Indenture. (d) Each Global Note, with effect on and from the date hereof, shall be deemed waived, supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture and giving effect to the waiver and amendment set forth in sub-sections (a) and (b) hereof. Section 3. This Third Supplemental Indenture. The Indenture, as supplemented by this Third Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental Indenture shall be deemed to be part of the Indenture in the manner and to the extent herein and therein provided. Section 4. GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 5. Counterparts. This Third Supplemental Indenture may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one and the same instrument. Section 6. Headings. The headings of this Third Supplemental Indenture are for reference only and shall not limit or otherwise affect the meaning hereof. Section 7. Trustee not Responsible for Recitals. The recitals herein contained are made by the Company and CVS Health, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or the sufficiency of this Third Supplemental Indenture. 3 Section 8. Separability. In case any one or more of the provisions contained in this Third Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Third Supplemental Indenture or of the Notes, but this Third Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. Section 9. Effectiveness. This Third Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee, but the amendments set forth in Section 2 of this Third Supplemental Indenture will not become effective until the acceptance for exchange of Notes pursuant to the Exchange Offer. View More

Definitions. As of the Effective Date, each reference in the Securities Purchase Agreement to the "Company" shall mean Sunshine Bancorp and each reference to the "Preferred Shares" shall mean the Non-Cumulative Perpetual Preferred Stock, Series A of Sunshine Bancorp issued to the Secretary of the Treasury on the Effective Date. Notwithstanding the Effective Date, all references in the Securities Purchase Agreement to the "Closing Date" shall continue to mean September 20, 2011.

Definitions. All initially capitalized terms used in this Amendment shall have the meanings given to them in the Credit Agreement unless specifically defined herein.

Definitions. As used in this Note, the following terms shall be defined as follows: 2.1 "Business Day" shall mean a date Monday through Friday, but excluding any date on which banks located in (a) the State of New York are authorized by State or federal law to be closed or (b) Israel are authorized by applicable law to be closed. 2.2 "Change of Control Transaction" shall mean any (a) merger or consolidation of the Company with or into any other corporation or other entity, or any other reorganization of the ...Company, in which the holders of the Company's outstanding capital stock immediately prior to such transaction do not, immediately after such transaction, retain a majority of the voting power of the surviving entity or its parent in substantially the same relative proportions as immediately prior to the transaction; (b) sale of all or substantially all of the assets of the Company; or (c) exclusive license of all or substantially all of the assets of the Company. 2.3 "Maturity Date" shall mean the Original Maturity Date, as extended by the corresponding number of calendar days in the Suspension Period. 2.4 "Operating Budget" shall mean, at any time of determination provided under this Note, the Company's current budget for Adasuve as of the date set forth above and approved by the Company's senior management and delivered to the Holder. 2.5 "Original Maturity Date" shall mean May 7, 2018. 2.6 "Outstanding Advanced Amount" shall mean, at any given time, the aggregate outstanding principal amount of all Advances (as defined below) made under this Note up to such time, plus all accrued interest thereon, less any amounts already repaid or otherwise satisfied by Company to Holder in accordance with Section 4.3 hereof. As of the date of this Note and as set forth in Schedule I, $25,000,000 in Advances remains outstanding. 2.7 "Rent Reimbursement" shall have the meaning ascribed to it in the Amendment to License Agreement. View More

Definitions. (a) "Appendix I Measurement Period" shall mean the period commencing on the Date of Grant and ending on the earliest of (A) September 15, 2019, (B) the date of the termination of the Recipient's employment with the Company or any of its Subsidiaries for any reason other than by the Company or any of its Subsidiaries without Cause or due to death or Total Disability, (C) the six month anniversary of the date of the termination of the Recipient's employment by the Company or any of its Subsidiarie...s without Cause, (D) the date of the termination of the Recipient's employment with the Company or any of its Subsidiaries due to death or Total Disability, (E) the occurrence of a Sale of the Company or (F) the last day of the first Appendix I Performance Period for which the Reference Price equals or exceeds the Stock Price Maximum Hurdle. Extension of the Appendix I Measurement Period beyond the date of the termination of Recipient's employment under clause (C) is subject to Recipient's execution of a release of claims and covenant not to sue in form and substance satisfactory to the Company, such that such release is effective, with all revocation periods having expired unexercised, within 60 days after the date of such termination of employment (the "Release"). (b) "Appendix I Performance Period" means any period of 90 consecutive trading days during the Appendix I Measurement Period. (c) "Highest Reference Price" means the highest Reference Price for any Appendix I Performance Period included in the Appendix I Measurement Period. (d) "Reference Price" means, for any Appendix I Performance Period, the highest number that would not exceed any of the amounts determined under the following three clauses: (i) the average Daily Value during such Appendix I Performance Period, (ii) for the 60 trading days during such Appendix I Performance Period with the highest Daily Value (whether or not consecutive), such trading day with the lowest Daily Value and (iii) the lowest Daily Value during the last 20 trading days during such Appendix I Performance Period. Notwithstanding the foregoing, if a Sale of the Company occurs on or prior to the expiration of the Appendix I Measurement Period, then the Reference Price for such Appendix I Performance Period ending on the date of consummation of the Sale of the Company shall equal the Sale Price. (e) "Stock Price Maximum Hurdle" means $43.23, subject to adjustment as set forth in Section 6 below. (f) "Stock Price Minimum Hurdle" means $28.82, subject to adjustment as set forth in Section 6 below. (g) "Sale Period" means the period commencing on the date on which a public announcement is made regarding a transaction that, if consummated, would result in a Sale of the Company and ending on the earlier of (i) the date on which a Sale of the Company is consummated, (ii) the date on which the agreement that would give rise to a Sale of the 12221316.2.TAX -6- Company is terminated or (iii) the date on which the Company or the prospective acquiror publicly announces that such transaction is no longer being pursued. (h) "Sale Price" means 83.33% of the sum of (x) the per-share consideration paid for CDI Stock in a Sale of the Company, plus (y) all per-share Extraordinary Cash Dividends having a record date during the Appendix I Measurement Period. View More

Definitions. The terms "advances", "costs" and "expenses" shall include, but shall not be limited to, attorneys' fees whenever incurred. The terms "indebtedness" and "obligations" shall mean and include, but shall not be limited to, all claims, demands, obligations and liabilities whatsoever, however arising, whether owing by the Debtor individually or as a partner, or jointly or in common with any other party, and whether absolute or contingent, and whether owing by the Debtor as principal debtor or as a co...-maker or as endorser, liquidated or unliquidated, and whenever contracted, accrued or payable. In this Security Agreement, whenever the context so required, the neuter gender includes the masculine or feminine, and the singular number includes the plural and vice versa. View More

Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. (a) "Cause" shall mean the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the Administrator: (i) any breach by the Participant of any provision of the Non-Competition, Non-Solicitation and Confidentiality Agreements to which the Participant is a party, (ii) any material breach of any rules or regulations of the Partnership or its... Affiliates applicable to the Participant, (iii) Participant's deliberate failure to perform his or her duties to the Partnership or its Affiliates, (iv) Participant's committing to or engaging in any conduct or behavior that is or may be harmful to the Partnership or its Affiliates in a material way; (v) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Partnership or its Affiliates; or (vi) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that the Participant individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any 1 licensing requirement), if such conviction or determination has a material adverse effect on (A) the Participant's ability to function as an employee of the Partnership or its Affiliates, taking into account the employment required of the Participant and the nature of the Partnership's or its Affiliates' business or (B) the business of the Partnership or its Affiliates. (b) "Employment Agreement" shall mean the Senior Managing Director Agreement (including all schedules and exhibits thereto), entered into between the Blackstone Holdings I L.P. and the Participant. (c) "Holdback Delivery Date" shall mean the earlier of (i) the tenth anniversary with respect to each Vesting Date and (ii) the date on which the Restrictive Covenant Expiration Period expires. (d) "Non-Competition, Non Solicitation and Confidentiality Agreement" shall mean any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition, non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates. (e) "Qualifying Event" shall mean, during the Participant's Employment with the Partnership and its Affiliates, the Participant's death, Disability or Retirement. (f) "Retirement" shall mean the retirement of the Participant from his Employment with the Partnership and its Affiliates after (i) the Participant has reached age 65 and has at least five full years of service with the Partnership and its Affiliates, or (ii) (x) the Participant's age plus years of service with the Partnership and its Affiliates totals at least 65, (y) the Participant has reached age 55, and (z) the Participant has had a minimum of five years of service. (g) "Restrictive Covenant Expiration Period" shall be one year following the date of the Participant's termination of Employment with the Partnership and its Affiliates. (h) "Retention Percentage" shall mean 25% of the vested units until the corresponding Holdback Delivery Date, at which time it shall be 0%. (i) "Retention Units" shall mean, on any given date, the Deferred Units that have become Vested Deferred Units and which are retained by the Partnership (along with the underlying Blackstone Holdings Partnership Units) in accordance with Section 4 hereof. (j) "Vested Deferred Units" shall mean those Deferred Units which have become vested pursuant to Section 3 or otherwise pursuant to the Plan. 2 (k) "Vesting Dates" shall mean July 1, 2018, July 1, 2019 and July 1, 2020, as described in Section 3(a) hereof. View More

Definitions. (a) Exercise Price. The exercise price for the Shares shall be the price per share of equity securities sold to investors in a Qualified Equity Financing (such price, as adjusted from time to time, is herein referred to as the "Exercise Price"). (b) Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the closing date of a Qualified Equity Financing (as defined below) or for fifteen (15) days prior to a Change of Control and ending on the expirat...ion of this Warrant pursuant to Section 14 hereof. (c) Warrant Coverage Amount. The term "Warrant Coverage Amount" shall mean that amount which equals 50% of the principal amount of the Note. (d) The Shares. The term "Shares" shall mean shares of the Company's Preferred Stock issued to investors in a Qualified Equity Financing which occurs prior to a Change of Control. (e) Qualified Equity Financing. The term "Qualified Equity Financing" means an equity financing pursuant to which the Company sells shares of its Preferred Stock with an aggregate sales price of at least $2 million ($2,000,000), excluding any and all convertible bridge notes (including Notes issued pursuant to Schedule 1 of the Convertible Promissory Note) which are converted into preferred stock and with the principal purpose of raising capital. (f) Change of Control. The term "Change of Control" shall mean (i) any transaction involving the Company pursuant to which the Company's stockholders immediately prior to the transaction own less than fifty percent (50%) of the voting securities of the Company or surviving entity following the closing of such transaction, (ii) the sale of all or substantially all of the assets of the Company or (iii) the closing of the Company's initial public offering. View More

Definitions. Unless the context reasonably requires a broader, narrower or different meaning, "Competition" means the Participant engaging in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting the Participant's name to be used in connection with the activities of any other business or organization which competes, directly or indirectly, with the busines...s of the Company as the same shall be constituted at any time during the period the Participant was employed by or affiliated with the Company. View More

Definitions. (a) "Collateral" has the meaning given to that term in the Recital B hereof. (b) "Lien" means any mortgage, deed of trust, lien, pledge, security interest or other charge or encumbrance, of any kind whatsoever, including but not limited to the interest of the lessor or titleholder under any capitalized lease, title retention contract or similar agreement. (c) "Obligation" means the then outstanding principal amount due under the Note plus all accrued unpaid interest thereon. (d) "UCC" means the ...Uniform Commercial Code as in effect in the State of Colorado from time to time. 1 3. Security Interest. (a) Debtor hereby grants to Secured Party a security interest: (a) in the Collateral; and (b) in all proceeds thereof. (b) Debtor hereby authorizes Secured Party to file appropriate UCC or other financing statements, all continuation, amendments and modification filings related thereto and any other filings or recordings Secured Party deems necessary or appropriate with respect to the Collateral and Secured Party's interest therein. Secured Party may, in its discretion, describe the Collateral as "all assets" or "all personal property." (c) The security interest granted to Secured Party hereunder shall secure the Obligation and shall be a first priority security interest in the Collateral. View More