Definitions Contract Clauses (26,161)

Definitions. For purposes of this Warrant, the following terms shall have the following meanings: (a) "Commission" means the United States Securities and Exchange Commission. (b) "Closing Sale Price" means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last trade price, then the las...t trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or, if no last trade price is reported for such security by Bloomberg Financial Markets, the average of the bid and ask prices, of any market makers for such security as reported in the "pink sheets" by Pink Sheets LLC. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors' determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period. (c) "Principal Trading Market" means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Original Issue Date shall be the Nasdaq Capital Market. (d) "Registration Statement" means the Company's Registration Statement on Form S-3 (File No. 333-191073), initially filed on September 10, 2013. (e) "Securities Act" means the Securities Act of 1933, as amended. (f) "Transfer Agent" means Computershare Shareowner Services LLC, the Company's transfer agent for the Common Stock and Warrants. View More

Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below. "Employment Agreement" shall mean a written employment, change in control or change of control agreement between the Award Recipient and the Company and/or a Subsidiary. Employment Agreement expressly does not include any offer letter, at-will employment arrangements or an employment or similar agreement entered into outside the United States solely for purposes of complying with local law re...quirements with respect to employment. For purposes of this Agreement only and subject to Section 8, the term "Employment Agreement" shall include a written agreement under which the Award Recipient provides consulting or other services as an independent contractor to the Company. "Qualified Retirement" shall mean a retirement from Service in accordance with the Company's retirement policies by the Award Recipient in which, at the time of such retirement, the sum of the Award Recipient's age and consecutively completed 12-month periods of Service, in each case without giving credit for any partial years, equals or exceeds 75. "Voluntary Termination" shall occur when the Award Recipient voluntarily ceases Service for any reason or no reason (e.g., the Award Recipient elects to cease being an employee or director or provide consulting services or the Award Recipient resigns or quits). Notwithstanding the foregoing, a Voluntary Termination shall not occur as a result of termination of Service as a result of death, Disability or Qualified Retirement, or termination by the Award Recipient for "good reason" (in accordance with an Employment Agreement providing for such rights). (Remainder of page intentionally left blank) EXECUTED on the date first written above. COMPANY: ORTHOFIX INTERNATIONAL N.V. By: Name: Title: AWARD RECIPIENT: By: Name: Title: EX-10.6 3 d836814dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 Employee Restricted Stock Grant Agreement under the Orthofix International N.V. 2012 Long-Term Incentive Plan This Employee Restricted Stock Grant Agreement (the "Agreement") is made this day of (the "Grant Date") between Orthofix International N.V., a Curacao company (the "Company"), and the person signing this Agreement adjacent to the caption "Award Recipient" on the signature page hereof (the "Award Recipient"). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Orthofix International N.V. 2012 Long-Term Incentive Plan (the "Plan"). WHEREAS, pursuant to the Plan, the Company desires to afford the Award Recipient the opportunity to acquire Common Shares on the terms and conditions set forth herein; NOW, THEREFORE, in connection with the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows: 1. Grant of Restricted Stock. (a) Number of Shares/Vesting. The Company hereby grants to the Award Recipient, on the Grant Date, an Award of shares of Stock ("Common Shares") under the Plan subject to the vesting schedule and terms and conditions set forth below (the "Restricted Stock"). Subject to earlier termination in accordance with the Plan or this Agreement and the terms and conditions herein, Restricted Stock granted under this Agreement shall vest with respect to 25% of the shares covered hereby on each of the first, second, third and fourth anniversaries of the Grant Date (each, a "Vesting Date"); provided, however, for the avoidance of doubt, that there shall be no proportionate or partial vesting in the periods prior to or between each Vesting Date. (b) Additional Documents. The Award Recipient agrees to execute such additional documents and complete and execute such forms as the Company may require for purposes of this Agreement. (c) Issuance of Restricted Stock; Dividend and Distribution Rights. Upon the vesting of any Restricted Stock pursuant to the terms hereof, the restrictions of Sections 1(a) and 3 shall lapse with respect to such vested Restricted Stock. The issuance of the Restricted Stock under this grant shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry registration or issuance of one or more stock certificates. As the Award Recipient's vests as described above, the recordation of the number of Common Shares attributable to such Award Recipient will be appropriately modified. View More

Definitions. As used herein, (i) " Business Combination " shall mean a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) " Capital Shares " shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) " Founder Shares " shall mean the 2,875,000 Class F ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering (or... 2,500,000 Class F ordinary shares if the over-allotment is not exercised by the Underwriters); (iv) " Private Placement Warrants " shall mean the Warrants to purchase Ordinary Shares that will be acquired by the Sponsor and the Representatives for an aggregate purchase price of $5.25 million (or $5.775 million if the over-allotment is exercised by the Underwriters), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) " Public Shareholders " shall mean the holders of securities issued in the Public Offering; (vi) " Trust Account " shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; (vii) " Transfer " shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) " Charter " shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time. View More

Definitions. Any capitalized term used herein and not defined shall have the meaning assigned to it in the Credit Agreement.

Definitions. For purposes of this Award: a. "Disability" shall be determined according to the definition of "disability," in effect at the time of determination, in The Dixie Group, Inc. 401k Plan. b. "Affiliated Company" includes The Dixie Group, Inc. and any company of which The Dixie Group, Inc. owns at least 20% of the voting or capital stock if (1) such company is a party to an agreement that provides for continuation of your employee benefits upon immediate employment by you with such company and (2) s...uch company agrees to your subsequent employment. c. "Retirement" means the voluntary termination of your employment on or after the earliest date on which you would be eligible for an immediately payable benefit under The Dixie Group, Inc. 401K Plan. d. "Change in Control" shall be deemed to have occurred under any of the circumstances described below:If any "person," except for:the Company or any subsidiary of the Company; a trustee or the other entity holding securities under any employee benefit plan of the Company or any subsidiary of the Company; and The Frierson Family is or becomes the "beneficial owner" directly or indirectly, of securities of the Company representing more than 50% of the combined total voting power of the Company's then-outstanding securities. As used in this definition of "change in control" "The Frierson Family" shall mean the immediate family of Daniel K. Frierson, including his wife, children and grandchildren and their spouses, his siblings and their spouses, and any trust for the benefit of any of the foregoing persons. "person" is used as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended); and "beneficial owner" is used as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as amended). e. "cause" shall mean for the purposes of this award only (i) participant has committed an act or has failed to act, where such act or failure to act constitutes intentional misconduct including, without limitation, dishonesty, fraud or embezzlement, a reckless disregard of the consequences of such act or failure to act, or gross negligence by participant; (ii) a conviction of or the entering of a guilty or no contest plea to any felony or any crime involving moral turpitude; or (iii) a failure to cease or correct a material failure to discharge participant's duties and responsibilities as an employee of The Dixie Group, Inc. f. "open trading period" means a period during which trading in the Company's Common Stock and Class B Common Stock is permitted for persons subject to and in accordance with the Company's Insider Trading Policy Statement, as such statement may be amended from time to time hereafter. View More

Definitions. Certain terms used in this Stock-Payable Restricted Share Units Award Agreement (the "Agreement" or "Award Agreement") are defined in Section 12 or elsewhere in the Agreement, and such definitions will apply except where the context otherwise indicates. In the Agreement, "PNC" means The PNC Financial Services Group, Inc., "Corporation" means PNC and its Consolidated Subsidiaries, and "Plan" means The PNC Financial Services Group, Inc. 2006 Incentive Award Plan as amended from time to time.

Definitions. All initially-capitalized terms used in this First Amendment without definition shall have the meanings given such terms in the Agreement.

Definitions. (a) "Actual Award" means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period, subject to the Committee's authority under Section 3(d) to modify the award. (b) "Affiliate" means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company. (c) "Board" means the Board of Directors of the Company. (d) "Bonus Pool" means the pool of funds available for distribution to Participants. S...ubject to the terms of the Plan, the Committee establishes the Bonus Pool for each Performance Period. (e) "Code" means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. (f) "Committee" means the committee appointed by the Board (pursuant to Section 5) to administer the Plan. Unless and until the Board otherwise determines, the Board's Compensation Committee will administer the Plan. (g) "Company" means Avinger, Inc., a Delaware corporation, or any successor thereto. (h) "Disability" means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards adopted by the Committee from time to time. (i) "Employee" means any executive, officer, or key employee of the Company or of an Affiliate, whether such individual is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan. (j) "Fiscal Year" means the fiscal year of the Company. (k) "Participant" means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance Period. (l) "Performance Period" means the period of time for the measurement of the performance criteria that must be met to receive an Actual Award, as determined by the Committee in its sole discretion. A Performance Period may be divided into one or more shorter periods if, for example, but not by way of limitation, the Committee desires to measure some performance criteria over 12 months and other criteria over 3 months. (m) "Plan" means this Executive Incentive Compensation Plan, as set forth in this instrument and as hereafter amended from time to time. (n) "Target Award" means the target award, at 100% performance achievement, payable under the Plan to a Participant for the Performance Period, as determined by the Committee in accordance with Section 3(b). (o) "Termination of Service" means a cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, retirement, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate. View More

Definitions. Wherever used herein, the following terms shall have the meanings set forth below. Capitalized terms not otherwise defined in this Notice of Award shall have the same meanings as set forth in the EICP. (A) "Business Relationships" means the Company's relationships with customers, suppliers, agents, licensees, licensors and others that likewise give the Company a competitive advantage. (B) "Committee" means the Compensation and Executive Organization Committee of the Board of Directors. (C) "Comp...eting Business" means any business, person, entity or group of business entities, regardless of whether organized as a corporation, partnership (general or limited), joint venture, association or other organization that (i) conducts or is planning to conduct a business similar to and/or in competition with any business conducted or planned by the Company and for which Grantee was employed or performed services in a job or had knowledge of the operations of such business(es) over the last two (2) years of Grantee's employment with Hershey, or (ii) designs, develops, produces, offers for sale or sells a product or service that can be used as a substitute for or is generally intended to satisfy the same customer needs for, any one or more products or services designed, developed, manufactured, produced or offered for sale or sold by the Company for which Grantee was employed or performed services in a job or had knowledge of the operations of such business(es) of the Company during the two (2) years prior to the 1 termination of Grantee's employment with Hershey. Grantee acknowledges that he/she will be deemed to have such knowledge if Grantee received, was in possession of or otherwise had access to Confidential Information regarding such business. (D) "Confidential Information" means trade secrets and other confidential and proprietary information relating to the Company's business, including, but not limited to, information about Hershey's manufacturing processes; manuals, recipes and ingredient percentages; engineering drawings; product and process research and development; new product information; cost information; supplier data; strategic business information; information related to Hershey's legal strategies or legal advice rendered to Hershey; marketing, financial and business development information, plans, forecasts, reports and budgets; customer information; new product strategies, plans and project activities; and acquisition and divestiture strategies, plans and project activities. (E) "Deferred Compensation Plan" means The Hershey Company Deferred Compensation Plan and any successor or replacement plan thereof. (F) "Disabled" means Grantee is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (G) "Dividend Equivalent Right" means a right that entitles the Grantee to receive an amount equal to any cash dividends paid on a share of Common Stock, which dividends have a record date between the Grant Date and the date a Vested Unit is paid. Dividend Equivalent Rights will be paid in cash. (H) "EICP" means The Hershey Company Equity and Incentive Compensation Plan, as in effect from time to time and any successor or replacement plan thereof. (I) "Material Contact" means contact for the purpose of furthering the Company's business. (J) "Key Employee" means a "specified employee" under Code section 409A(a)(2)(B)(i) (i.e., a key employee (as defined in Code section 416(i) (without regard to paragraph (5) thereof)) of a corporation any stock in which is publicly traded on an established securities market or otherwise) and applicable Treasury regulations and other guidance under Code section 409A. Key Employees shall be determined in accordance with Code section 409A and pursuant to the methodology established by the Employee Benefits Committee. (K) A Grantee is "Retirement Eligible" on and after the date the Grantee has attained both his or her 55th birthday and been continuously employed by the Company for at least five (5) years. (L) "Separation from Service" or "Separate from Service" means a "separation from service" within the meaning of Code section 409A. View More

Definitions. Any capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement.