Definitions Contract Clauses (26,161)

Definitions. The following terms (not otherwise defined herein), when used in this Agreement, shall have the following meanings, unless the context clearly requires otherwise (such definitions to be equally applicable to both the singular and plural of the defined terms): "Adjusted EBITDA" shall mean the amount determined by the Committee as the Company's "Adjusted EBITDA" for Fiscal Year 2015, as adjusted for, and without giving effect to, (i) the grant, issuance or approval of any Performance Awards for Fi...scal Year 2015 and (ii) without duplication, such other items as may be identified or otherwise designated as adjustments for purposes of determining "Adjusted EBITDA" in an Approved Budget. "Base Bonus" shall mean the number of Restricted Stock Units to which the Employee shall be entitled in respect of Fiscal Year 2015 upon the achievement of the Base Bonus Target as set forth in the individual Award Certificate issued by the Company to the Employee. "Base Bonus Target" shall mean Adjusted EBITDA for Fiscal Year 2015 equaling or exceeding the amounts so designated as set forth in the individual Award Certificate issued by the Company to the Employee. "ERISA" shall mean the Employee Retirement Income Security Act of 1986, as amended. "Fiscal Year" shall mean the 12-consecutive-month period beginning on January 1 and ending on December 31, so that, by way of example, Fiscal Year 2015 shall mean the 12-consecutive-month period beginning on January 1, 2015 and ending on December 31, 2015. "Fiscal Year Date" shall mean December 31, 2015. "Stretch Bonus" shall mean the number of Restricted Stock Units to which the Employee shall be entitled in respect of Fiscal Year 2015 upon the achievement of the Stretch Bonus Target as set forth in the individual Award Certificate issued by the Company to the Employee. "Stretch Bonus Target" shall mean Adjusted EBITDA for Fiscal Year 2015 equaling or exceeding the amounts so designated as set forth in the individual Award Certificate issued by the Company to the Employee. "Target Bonus" shall mean the number of Restricted Stock Units to which the Employee shall be entitled upon the achievement of the Target Bonus Target as set forth in the individual Award Certificate issued by the Company to the Employee. "Target Bonus Target" shall mean Adjusted EBITDA for Fiscal Year 2015 equaling or exceeding the amounts so designated as set forth in the individual Award Certificate issued by the Company to the Employee. View More

Definitions. Words, terms or phrases used in this Award Agreement shall have the meaning set forth in this Section 17. Capitalized terms used in this Award Agreement but not defined herein shall have the meaning designated in the Plan. (a) "Accrued Dividends" has the meaning set forth in Section 3(e). (b) "Award" has the meaning set forth in Section 2. (c) "Award Agreement" has the meaning set forth in the preamble. (d) "Company" has the meaning set forth on the Cover Page. (e) "Compliance Certificate" has t...he meaning set forth in Section 16(a). (f) "Date of Grant" has the meaning set forth in the preamble. (g) "Date of Termination" means the first day occurring on or after the Date of Grant on which the Participant is not employed by the Company, a Subsidiary, or an Affiliated Entity regardless of the reason for the termination of employment; provided, however, that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company, a Subsidiary, and an Affiliated Entity or between two Subsidiaries or two Affiliated Entities. The Participant's employment shall not be considered terminated while the Participant is on a leave of absence from the Company, a Subsidiary, or an Affiliated Entity approved by the Participant's employer pursuant to Company policies. If, as a result of a sale or other transaction, the Participant's employer ceases to be either a Subsidiary or an Affiliated Entity, and the Participant is not, at the end of the 30-day period following the transaction, employed by the Company or an entity that is then a Subsidiary or Affiliated Entity, then the date of occurrence of such transaction shall be treated as the Participant's Date of Termination. (h) "Early Retirement Date" means, with respect to the Participant, the first day of a month that occurs on or after the date the Participant (i) attains age 55 and (ii) earns at least 10 Years of Service. (i) "Escrow Agent" has the meaning set forth in Section 3(a). (j) "Installment" has the meaning set forth in Section 16(a). (k) "Non-Compliance Event" has the meaning set forth in Section 16(b). (l) "Non-Disclosure Agreement" has the meaning set forth in Section 16(a). (m) "Normal Retirement Date" means, with respect to the Participant, the first day of a month that occurs on or after the date the Participant attains age 65. (n) "Participant" has the meaning set forth in the preamble. (o) "Plan" has the meaning set forth in the preamble. (p) "Performance Restricted Stock" has the meaning set forth in the preamble and Section 2. (q) "Retirement Eligible" means the Participant's Date of Termination occurs (i) by reason of the Participant's retirement and (ii) on or after the Participant's Early Retirement Date. (r) "Vested Stock" has the meaning set forth in Section 3(b). (s) "Vesting Date" has the meaning set forth in Section 3(b). (t) "Year of Service" means a calendar year in which the Participant is employed with the Company, a Subsidiary or Affiliated Entity for at least nine months of a calendar year. When calculating Years of Service hereunder, Participant's first hire date with the Company, a Subsidiary or Affiliated Entity shall be used. "COMPANY" DEVON ENERGY CORPORATION a Delaware corporation "PARTICIPANT" %%FIRST_NAME%-% %%MIDDLE_NAME%-% %%LAST_NAME%-% %%ADDRESS_LINE1%-% %%ADDRESS_LINE2%-% %%CITY%-%, %%STATE%-%, %%ZIPECODE%-% ID «ID» SCHEDULE A PERFORMANCE PERIOD AND PERFORMANCE GOAL 1. Performance Period. The measurement period for the Performance Goal shall be the period beginning January 1, 2013 and ending December 31, 2013 (the "Performance Period"). View More

Definitions. Capitalized terms used herein without definition have the meanings ascribed to them in the Merger Agreement.

Definitions. Unless otherwise defined herein, the terms defined in the PacWest Bancorp 2017 Stock Incentive Plan, as amended (the "Plan") shall have the same defined meanings in this Stock Unit Award Agreement ("Agreement") and the Notice of Stock Unit Award Grant attached hereto as Appendix A.

Definitions. 1.2. "Other Securities" refers to any stock (other than the Shares) and other securities of the Company or any other person (corporate or otherwise) that the Holder at any time shall be entitled to receive, or shall have received, on the exercise of this Warrant, in lieu of or in addition to Shares, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Shares. 1.3. "Shares" means (a) the Company's Common Stock, as authorized on the date of this War...rant and (b) if the class of securities described in (a) shall cease to be issued and outstanding, securities of the same class issued in exchange for or in respect of the securities described in (a) pursuant to a plan of merger, consolidation, recapitalization or reorganization, the sale of substantially all of the Company's assets or a similar transaction. View More

Definitions. (a) "Board" shall mean the Board of Directors of the Company, or a committee of the Board of Directors named by the Board to administer the Plan. (b) "Code" shall mean the Internal Revenue Code of 1986, as amended. (c) "Common Stock" shall mean the Class A Common Stock, $0.001 par value per share, of the Company. (d) "Company" shall mean Ironwood Pharmaceuticals, Inc., a Delaware corporation. (e) "Compensation" shall mean total cash compensation received by the Employee from the Company or a Des...ignated Subsidiary that is taxable income for federal income tax purposes, including, payments for overtime, shift premium, incentive compensation, incentive payments, bonuses, commissions and other compensation received from the Company or a Designated Subsidiary, but excluding relocation, expense reimbursements, tuition or other reimbursements and income realized as a result of participation in any stock option, stock purchase or similar plan of the Company or a Designated Subsidiary. (f) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company, provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute. (g) "Contributions" shall mean all amounts credited to the account of a participant pursuant to the Plan. (h) "Designated Subsidiaries" shall mean the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. (i) "Employee" shall mean any person who is employed by the Company or one of its Designated Subsidiaries for tax purposes and who is customarily employed for at least 20 hours per week and more than five months in a calendar year by the Company or one of its Designated Subsidiaries. (j) "Exercise Date" shall mean the last business day of each Offering Period of the Plan. (k) "Exercise Price" shall mean with respect to an Offering Period, an amount equal to 85% of the fair market value (as defined in paragraph 7(b)) of a share of Common Stock on the Offering Date or on the Exercise Date, whichever is lower. (l) "Offering Date" shall mean the first business day of each Offering Period of the Plan. (m) "Offering Period" shall mean a period of six months as set forth in paragraph 4 of the Plan. (n) "Plan" shall mean this Ironwood Pharmaceuticals, Inc. 2010 Employee Stock Purchase Plan. (o) "Subsidiary" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. View More

Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Applicable Time" shall mean, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement or any relevant Terms Agreement. "Base Prospectus" shall mean the base prospectus referred to in Section 1(a) above contained in the Registrati...on Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. 30 "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Prospectus" shall mean the Base Prospectus, as supplemented by the Prospectus Supplement. "Prospectus Supplement" shall mean the latest Prospectus Supplement filed pursuant to Rule 424(b) of the rules and regulations under the Act prior to the relevant Applicable Time. "Registration Statement" shall mean the registration statement referred to in Section 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B", "Rule 433" and "Rule 462" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Manager. View More

Definitions. 12.1Cause. For purposes of this Agreement, "Cause" means the occurrence of any one or more of the following: (i) Employee's conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude or dishonesty; (ii) Employee's willful and continued failure or refusal to follow lawful and reasonable instructions of the Company or lawful and reasonable policies and regulations of the Company or its affiliates; (iii) Employee's willful and continued failure to faithfully and ...diligently perform the assigned duties of Employee's employment with the Company or its affiliates; (iv) unprofessional, unethical, immoral or fraudulent conduct by Employee; (v) conduct by Employee that materially discredits the Company or any affiliate or is materially detrimental to the reputation, character and standing of the Company or any affiliate; or (vi) Employee's material breach of this Agreement, the Proprietary Agreement, or any applicable Company policies. An event described in Section 12.1(ii) through Section 12.1(vi) herein shall not be treated as "Cause" until after Employee has been given written notice of such event, failure, conduct or breach and Employee fails to cure such event, failure, conduct or breach within 30 calendar days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is determined by the Company to be incapable of being cured. 12.2Change in Control. For purposes of this Agreement, "Change in Control" shall have the meaning described in the Company's 2014 Equity Incentive Plan. 12.3Change in Control Period. 12.4Good Reason. For purposes of this Agreement, Employee shall have "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company without Employee's prior written consent: (i) a material reduction in Employee's Base Salary, unless pursuant to a salary reduction program applicable generally to the Company's senior executives; (ii) a material reduction in Employee's duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) or reporting line shall not be deemed a "material reduction" in and of itself unless Employee's new duties are materially reduced from the prior duties; or (iii) relocation of Employee's principal place of employment to a place that increases Employee's one-way commute by more than fifty (50) miles as compared to Employee's then-current principal place of employment immediately prior to such relocation. In order for Employee to resign for Good Reason, each of the following requirements must be met: (i) Employee must provide written notice to the Company's Chief Executive Officer within thirty (30) calendar days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Employee's resignation, (ii) Employee must allow the Company at least thirty (30) calendar days from receipt of such written notice to cure such event, (iii) such event is not reasonably cured by the Company within such 30 calendar day period (the "Cure Period"), and (iv) Employee must resign in writing from all positions Employee then holds with the Company not later than 30 calendar days after the expiration of the Cure Period. View More

Definitions. Capitalized terms used and not defined in this Agreement (including the Recitals hereto) shall have the respective meaning assigned to them in the TRA.2. Settlement Payment. As consideration for the complete and full termination of the TRA and relinquishing all rights thereunder as further provided in this Agreement, the Company agrees to pay the TRA Party a cash payment of $12,833,362.00 (the "Settlement Payment"). The Company shall pay, or cause to be paid, the Settlement Payment via wire tran...sfer to the account set forth in written wiring instructions provided by the TRA Party no later than ten (10) Business Days after the date hereof. View More

Definitions. "Collateral" means any property taken as security for payment of this Note or any guarantee of this Note. "CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act. "Guarantor" means each person or entity that signs a guarantee of payment of this Note. "Loan" means the loan evidenced by this Note. "Loan Documents" means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral. "Paycheck Protection Program" means loan program created by... Section 1102 of the CARES Act. 1 "Per Annum" means for a year deemed to be comprised of 360 days. "SBA" means the Small Business Administration, an Agency of the United States of America. View More