Definitions Contract Clauses (26,161)

Definitions. Capitalized terms not defined in this Agreement have the meaning assigned to those terms in the Merger Agreement. The following definitions also apply to this Agreement: a. "Competing Business" means any depository, financial institution, wealth management company, or trust company, or holding company thereof (including without limitation any start-up bank or bank in formation), operating anywhere within the Covered Area. b. "Covered Area" means the Montana counties of Blaine, Broadwater, Cascad...e, Chouteau, Deer Lodge, Fergus, Flathead, Gallatin, Hill, Lake, Lewis and Clark, Liberty, Lincoln, Madison, Meagher, Missoula, Ravalli, Sanders, Silver Bow, Teton, Yellowstone, and any other county in Montana where Glacier Bank or GBCI has a commercial banking office as of the date of this Agreement. c. "Term" means the period of time beginning on the Effective Date and ending on the later to occur of (i) two (2) years after the Effective Date or (ii) two (2) years following the termination of any service by Director as a director of a Division. 2. Participation in Competing Business. Except as provided in Section 5 or 6, during the Term, the Director may not become involved with a Competing Business in any capacity or serve, directly or indirectly, a Competing Business in any manner, including without limitation (a) as a shareholder, member, partner, director, officer, manager, investor, organizer, founder, employee, consultant, agent, or representative or (b) during the organization and pre-opening phases in the formation of a Competing Business. View More

Definitions. All capitalized terms not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement. Additionally, the definition of "Loan Agreement" and "Loan Documents" as set forth in the Loan Documents shall be deemed to include this Agreement. The definition of "Agreement" set forth in the Loan Agreement shall be deemed to include this Agreement.

Definitions. As used herein, the following terms shall have the following meanings: (a) "Disability" shall mean the Executive's physical or mental inability to perform her duties under this Agreement, for, six months in any twelve month period, with at least three months running continuously, and which renders the Executive incapable of performing her customary and usual duties for the Company, with or without a reasonable accommodation as required by law. (b) "Employment Term" shall be the period from Augus...t 1, 2017, through and including July 31, 2018, and any renewal period thereafter. Unless either the Company or the Executive delivers a written notice of termination to the other party, not less than 60 days prior to the end of the Employment Term, then this Agreement shall automatically renew for successive one-year periods. (c) "Expiration Date" means the date that the Employment Term (as it may have been extended) expires. (d) "Good Cause" means that the Compensation Committee of the Company's Board of Directors (the "Board") in good faith determines that the Executive: (1) Failed to satisfactorily perform her duties to the Company and such failure was not cured within 30 days of the Company's providing Executive written notice of such failure; (2) Failed to comply with a material policy of the Company that was applicable to the Executive and such failure was not cured within 30 days of the Company's providing Executive written notice of such failure; 1 (3) Acted or failed to act in a manner that constitutes gross misconduct, embezzlement, misappropriation of corporate assets, breach of the duty of loyalty, fraud, or negligent or willful violations of any laws with which the Company is required to comply; (4) Was convicted of or entered a plea of "guilty" or "no contest" to a felony; (5) Refused or failed to comply with lawful and reasonable instructions of the Board and such refusal or failure was not cured within 30 days of the Company's providing Executive written notice of such refusal or failure; or (6) Any other material breach of this Agreement by the Executive that is not cured within 30 days of the Company's providing Executive written notice of such breach. Good Cause shall not include failures as set forth this Section 2(d) when such failure is a result of the Executive's illness or injury. (e) "Good Reason" shall mean that within 30 days prior to the Executive's providing the notice to the Company required under Section 6(b)(1) of this Agreement that any of the following has occurred: (1) A material change in the scope of the Executive's authority or assigned duties and responsibilities, or the assignment of duties or responsibilities that are inconsistent with the Executive's level or position without her consent; (2) Any material acts of dishonesty by the Company directed toward or affecting Executive; (3) Any illegal act or instruction directly affecting Executive by the Company, which is not withdrawn after the Company is notified of the alleged illegality by Executive; (4) A reduction by the Company in the Executive's base salary as set forth herein as may be increased from time to time or a reduction by the Company in the Executive's incentive compensation; (5) A change in the Executive's principal office to a location outside of a 20 mile radius from the Company's offices in Herndon, Virginia; (6) The failure by the Company to continue to provide the Executive with benefits substantially similar to those specified in Section 5 of this Agreement; (7) The Company delivers a timely notice (see Section 2(b)) to the Executive that the Agreement will terminate at the end of the Employment Term, and within thirty days after receipt of said notice the Executive tenders her resignation from the Company (to be effective at the end of the Employment Term); or (8) Any other material breach of this Agreement by the Company that is not cured within 30 days of the Executive providing the Company written notice of such breach. 2 (f) "Termination Date" shall mean the date Executive's termination is effective, as described in the respective subparts of Section 6. View More

Definitions. Capitalized terms used and not defined in this Agreement have the meanings provided in the Loan Guarantee Agreement. Unless otherwise indicated, all section references are to the Loan Guarantee Agreement. Section 2. Amendments. a. The Borrower and DOE by their respective signatures below hereby amend the Loan Guarantee Agreement by deleting the phrase ", The Shaw Group, Inc." from the following sections: Section 5.26(i)(i) (EPC Contractor), Section 6.13(d)(ii) (Prohibited Persons), Section 6.13(...j) (OFAC) and Section 6.13(k) (Anti-Terrorism Order). b. The Borrower and DOE by their respective signatures below hereby agree that from and after the execution and delivery of this Agreement, the Shaw Guarantee no longer will be considered a "Principal Project Document" or a "Project Document" and the Shaw Direct 1 Agreement no longer will be considered a "Direct Agreement" or a "Loan Document", and thus neither the Shaw Guarantee nor the Shaw Direct Agreement will be considered a "Transaction Document". Section 3. Representations and Warranties of Borrower. The Borrower by its signature below hereby represents and warrants, as of the date hereof, that: a. it is an electric membership corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia, and has all requisite corporate power and authority to execute, deliver, perform and observe the terms and conditions of this Agreement; b. this Agreement is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to Bankruptcy Laws and general principles of equity, regardless of whether enforcement is considered in a proceeding at law or in equity; and c. the Borrower has duly authorized, executed and delivered this Agreement, and neither its execution and delivery hereof nor its consummation of the transactions contemplated hereby nor its compliance with the terms hereof (i) contravenes its Organizational Documents, (ii) contravenes any Governmental Rules where such contravention would reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed, (iii) contravenes or results in any breach or constitutes any default under any Governmental Judgment, where such contravention, breach or default would reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed, (iv) contravenes or results in any breach or constitutes any default under, or results in or requires the creation of any Lien upon any of its revenues, properties or assets under, any agreement or instrument to which it is a party or by which it or any of its revenues, properties or assets may be bound, except where such contravention, breach or default would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed or (v) requires the consent or approval of any Person which has not been obtained. Section 4. Miscellaneous a. This Agreement is a Loan Document. The Loan Guarantee Agreement, as amended by this Agreement, is and shall continue to be in full force and effect and is hereby in all respects ratified. b. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the Federal law of the United States of America. To the extent that Federal law does not specify the appropriate rule of decision for a particular matter at issue, it is the intention and agreement of the parties hereto that the law of the State of New York (without giving effect to its conflict of laws principles (except Section 2 5-1401 of the New York General Obligations Law)) shall be adopted as the governing Federal rule of decision. c. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. d. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or portable document format ("PDF") shall be effective as delivery of a manually executed counterpart of this Agreement. [Remainder of page intentionally blank. Signature pages follow.] View More

Definitions. Capitalized terms used herein shall have the following meanings, and capitalized terms not otherwise defined herein shall have the meaning specified in the Plan:"Agreement" has the meaning set forth in the Preamble."Business Day" means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close."Cause" has the meaning in the Participant's employment agreement with the Company or, if there is no such agreement or definition, me...ans that the Participant (a) is convicted of, or pleads guilty or nolo contendere to, a felony (other than a traffic-related felony) or any other crime involving dishonesty or moral turpitude; or (b) willfully engages in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; or (c) willfully violates any noncompetition or nonsolicitation covenant between the Participant and the Company. The determination of " Cause" shall be in the reasonable discretion of the Administrator."Company" has the meaning set forth in the Preamble. "Disability" has the meaning ascribed to such term in the Plan."Effective Date" has the meaning set forth in the Preamble."Employer" means the Company and/or any of its subsidiaries with which the Participant is employed."Exercise Price" means $ 4.10 per Share, as such amount may be adjusted pursuant to Section 12(a) of the Plan."Option" has the meaning set forth in Section 2."Option Shares" has the meaning set forth in Section 2."Participant" has the meaning set forth in the Preamble."Person" means and includes an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any governmental or regulatory body or agency or other authority."Plan" has the meaning set forth in the Recitals."Qualifying Termination" means (i) if the Participant is party to an employment agreement with a "Good Reason" provision, termination of the Participant's employment by the Participant for Good Reason in accordance with the terms of such employment agreement or (ii) the Participant's termination of employment by the Company without Cause."Shares" has the meaning set forth in the Recitals."Termination Date" means the date on which the Participant experiences a Termination of Employment (as defined in the Plan)."Vesting Commencement Date" means July 10, 2017."Vesting Period" has the meaning set forth in Section 3(a)."Withholding Obligation" means the amount determined in the Administrator's sole discretion to be the minimum sufficient to satisfy all federal, state, local and other withholding tax obligations that the Administrator determines may arise with respect to the issuance of Shares or payment of income earned in respect of any Option.2. Grant of Option. The Company grants to the Participant the right and option (the "Option") to purchase, on the terms and conditions set forth herein, all or any part of 100,000 Shares (the "Option Shares") at the Exercise Price, on the terms and conditions set forth herein. The Option is not intended to be an incentive stock option under Section 422 of the Code. View More

Definitions. Unless the context requires otherwise, the following terms as used in the Plan shall have the meanings ascribed to each below. "Board" shall mean the Board of Directors of the Company. "Committee" shall mean the Compensation and Management Succession Committee of the Board (or such other committee of the Board as the Board may designate from time to time) or any subcommittee thereof. "Company" shall mean Protective Life Corporation. "Participant" shall mean each officer or key employee of the Co...mpany or a Subsidiary whom the Committee designates as a participant in the Plan. "Plan" shall mean the Protective Life Corporation Annual Incentive Plan, as set forth herein and as may be amended from time to time. "Subsidiary" shall mean (a) any corporation of which the Company possesses directly or indirectly fifty percent (50%) or more of the total combined voting power of all classes of stock of such corporation and (b) any other business organization, regardless of form, in which the Company possesses directly or indirectly fifty percent (50%) or more of the total combined equity interests in such organization. View More

Definitions. When used in this Agreement, except as set forth in the Preamble hereto, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement. "Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such Person. The term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and polici...es of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms "controlled", "controlling", and "under common control with" have meanings correlative thereto. Notwithstanding the foregoing, no Stockholder shall be deemed an Affiliate of the Company or MedCo, and vice versa. "Beneficially Own", "Beneficial Owner" or "Beneficial Ownership" shall have the meaning (or the correlative meaning, as applicable) set forth in Rule 13d-3 and Rule 13d-5(b)(i) of the rules and regulations promulgated under the Securities Exchange Act. "Expiration Time" shall mean (a) in the event that the Company and Medco execute the Purchase Agreement, the earlier to occur of (i) the Closing Date and (ii) such date and time as the Purchase Agreement shall be terminated in accordance with its terms and (b) in the event that the Company and Medco do not execute the Purchase Agreement, the earlier to occur of (i) December 31, 2017 and (ii) the date that Medco enters into a definitive agreement with a third party, other than the Company or its Affiliates, regarding the sale or other disposition of those certain assets of MedCo contemplated by the Letter of Intent attached hereto as Exhibit A. "Hedging Activities" means any forward sale, hedging or similar transaction involving any Voting Stock, including any transaction by which any economic risks and/or rewards or ownership of, or voting rights with respect to, any such Voting Stock are Transferred or affected. "Joinder Agreement" means a joinder to this Agreement reasonably satisfactory to MedCo evidencing a transferee's agreement to be bound by and subject to the terms and provisions hereof to the same effect as each Stockholder. "SEC" shall mean the United States Securities and Exchange Commission. "Securities Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Term" means the period from the date hereof until the Expiration Time. "Transfer" shall mean any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any Contract with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, excluding entry into this Agreement and the Purchase Agreement and the consummation of the transactions contemplated hereby and thereby. "Voting Stock" shall mean, any Company Common Stock or any securities convertible into, exchangeable for or otherwise exercisable to acquire Company Common Stock or any other securities having (or being convertible into, exchangeable for or otherwise exercisable to acquire any securities having) the ordinary power to vote in the election of members of the Board of Directors of the Company, or any right to acquire within sixty days any of the foregoing, whether now owned or hereafter acquired. View More

Definitions. (a) For purposes of this Agreement, the following terms shall have the following meanings: "Collateral" has the meaning set forth in Section 2. "Event of Default" has the meaning set forth in the Note. "Pledged Shares" means the shares of common stock owned by the Pledgor listed as Exhibit A, and the certificates, instruments and agreements representing the common stock and includes any securities or other interests, howsoever evidenced or denominated, received by the Pledgor in exchange for or ...as a dividend or distribution on or otherwise received in respect of the common stock. "Proceeds" means "proceeds" as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon or distributions with respect thereto. "Secured Obligations" has the meaning set forth in Section 3. "UCC" means the Uniform Commercial Code as in effect from time to time in the State of Nevada, or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state. View More

Definitions. For purposes of this Agreement: (a) "Action" means any judicial, administrative or other proceeding, or threatened proceeding, whether civil, criminal, or otherwise, including any appeal or other proceeding for review and determination thereof. (b) "Change in Control" means (x) Association's sale of all or substantially all of its assets, (y) a sale of all or a substantial portion of the shares held by the shareholders or (z) any merger, consolidation, sale of a majority of Association's capital... stock (other than in a transaction described in clause (y)) or other similar transaction involving Association and as a result of which the holders of Association's capital stock immediately prior to the transaction will own less than fifty percent (50%) of the voting power of Association's capital stock. (c) "Corporate Status" means the status of a person who is or was a director or an officer of Association, or of any other corporation, partnership, joint venture, trust, employee benefit plan or other entity that such person is or was serving at the request of Association. (d) "Court" includes, without limitation, any court to which or in which any appeal or any proceeding for review is brought. (e) "Disinterested Director" means a director of Association who is not and was not a party to the Action in respect of which indemnification is sought 8 by Indemnitee. In the event that all directors are parties to an Action, any determination required to be made in this Agreement by Disinterested Directors shall be made by independent legal counsel to Association provided that such determination is acceptable to the OCC or its successor. (f) "Expenses" shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, electronic data charges and costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in or a party to an Action. Expenses shall also include Expenses incurred in connection with any appeals resulting from any Action, including without limitation the premium, security for, and other costs relating to any bond or its equivalent. (g) "Final Judgment" means a judgment, decree, or order which is not appealable or as to which the period for appeal has expired with no appeal taken. (h) "Settlement" includes but is not limited to agreement to dismissal of an Action with or without prejudice or entry of a judgment by consent or confession or a plea of guilty or nolo contendere. View More

Definitions. 7.1 Confidential Information. The term "Confidential Information" means all non-Trade Secret information of, about or related to the Company or provided to the Company by its customers and suppliers that is not known generally to the public or the Company's competitors. Confidential Information includes but is not limited to: (i) strategic plans, budgets, forecasts, financial information, inventions, product designs and specifications, material specifications, materials sourcing information, pro...duct costs, information about products under development, research and development information, production processes, equipment design and layout, customer lists, information about orders from and transactions with customers, sales and marketing information, strategies and plans, pricing information; and (ii) information which is marked or otherwise designated or treated as confidential or proprietary by the Company. 7.2 Trade Secret. The term "Trade Secret" has that meaning set forth under applicable law. 7.3 Exclusions. Notwithstanding the foregoing, the terms "Confidential Information" and "Trade Secret" do not include, and the obligations set forth in this Agreement do not apply to, any information which: (i) can be demonstrated by Executive to have been known by him/her prior to his/her employment by the Company; (ii) is or becomes generally available to the public through no act or omission of Executive; (iii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; or (iv) is independently developed by Executive outside the scope of his/her employment without use of Confidential Information or Trade Secrets of the Company. 7.4 Restricted Services. The term "Restricted Services" means employment duties and functions of the type provided by Executive to the Company during the twelve (12) month period immediately prior to the end, for whatever reason, of Executive's employment with the Company. 7.5 Competitor. The term "Competitor" means Carhartt, Inc., L.L. Bean, Inc., Cabela's Inc., Land's End, Inc., VF Corporation, and any and all of their respective affiliates and successors. In addition, the term "Competitor" shall mean any corporation, partnership, association, or other person or entity that engages in any business which, at any time during the eighteen (18) month period immediately prior to the end, for whatever reason, of Executive's employment with the Company, and regardless of business format (including, but not limited to, department stores, specialty stores, discount stores, direct marketing, or electronic commerce): (i) marketed, manufactured, or sold men's or women's work wear and (ii) had combined annual revenues in excess of $100 million. 7.6 Territory. The term "Territory" shall mean the United States of America and Canada. 7.7 Business Ideas. The term "Business Ideas" means all ideas, designs, modifications, formulations, specifications, concepts, know-how, trade secrets, discoveries, inventions, data, software, developments and copyrightable works, whether or not patentable or registrable, which Executive originates or develops, either alone or jointly with others while Executive is employed by the Company and which are: (i) related to any business known to Executive to be engaged in or contemplated by the Company; (ii) originated or developed during Executive's working hours; or (iii) originated or developed in whole or in part using materials, labor, facilities or equipment furnished by the Company. View More