Grouped Into 476 Collections of Similar Clauses From Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definitions. Unless otherwise defined or provided herein, capitalized terms used herein have the meanings attributed thereto in (or by reference in) the Existing Agreement.
Definitions. Unless otherwise defined or provided herein, capitalized terms used herein have the meanings attributed thereto in (or by reference in) Section 1.01 of the Existing Agreement.
Definitions. Unless otherwise defined or provided herein, capitalized terms used herein (including in the recitals) have the meanings attributed thereto in (or by reference in) the Existing Agreement.
Definitions. Unless otherwise defined or provided herein, capitalized terms used herein (including in the recitals) have the meanings attributed thereto in (or by reference in) the Existing Agreement.
Definitions. The following terms have the meanings set forth below: 1.1 "Business Terms Exhibit" means the business and financial terms applicable to the Consulting Services (as defined below) set forth in the attached exhibit, as may be amended from time to time by written agreement of the parties. 1.2 "Confidential Information" means any non-public scientific, technical, financial or business information possessed or obtained by, developed for or given to PTCI which is treated by PTCI as confidential or pr...oprietary, whether or not labeled or identified as "Confidential". Confidential Information will include, without limitation, information prepared in full or in part for PTCI by Consultant, Materials and Developments (defined below), the terms of this Agreement and information about or belonging to PTCI's suppliers, licensors, licensees, partners, affiliates, customers, potential customers or others. 1.3 "Developments" means concepts, inventions, know-how, techniques, improvements, writings, data, computer software, and Materials (whether or not patentable or subject to copyright or trade secret protection) that Consultant makes, conceives or reduces to practice, either alone or jointly with others, and that result from the performance of the Consulting Services, and/or result from use of PTCI's Confidential Information. 1.4 "Materials" means all materials furnished by PTCI, all materials developed by Consultant in connection with the Consulting Services, and any materials, the cost of which are reimbursed to Consultant by PTCI hereunder. Materials include, in the case of biological materials, all progeny and unmodified derivatives of those materials, and in the case of chemical materials, all analogs, formulations, mixtures and compositions of those materials. 1.5 "Term" means the term of this Agreement as set forth in the Business Terms Exhibit.View More
Definitions. The following terms have the meanings set forth below: 1.1 "Business Terms Exhibit" means the business and financial terms applicable to the Consulting Employment Services (as defined below) set forth in the attached exhibit, as may be amended from time to time by written agreement of the parties. 1.2 "Confidential Information" means any non-public scientific, technical, financial or business information possessed or obtained by, developed for or given to PTCI which is treated by PTCI as confide...ntial or proprietary, whether or not labeled or identified as "Confidential". Confidential Information will include, without limitation, information prepared in full or in part for PTCI by Consultant, Employee, Materials and Developments (defined below), the terms of this Agreement and information about or belonging to PTCI's suppliers, licensors, licensees, partners, affiliates, customers, potential customers or others. 1.3 "Developments" means concepts, inventions, know-how, techniques, improvements, writings, data, computer software, and Materials (whether or not patentable or subject to copyright or trade secret protection) that Consultant Employee makes, conceives or reduces to practice, either alone or jointly with others, and that result from the performance of the Consulting Employment Services, and/or result from use of PTCI's Confidential Information. 1.4 "Materials" means all materials furnished by PTCI, all materials developed by Consultant Employee in connection with the Consulting Employment Services, and any materials, the cost of which are reimbursed to Consultant Employee by PTCI hereunder. Materials include, in the case of biological materials, all progeny and unmodified derivatives of those materials, and in the case of chemical materials, all analogs, formulations, mixtures and compositions of those materials. 1.5 "Term" means the term of this Agreement as set forth in the Business Terms Exhibit. View More
Definitions. The following terms have the meanings set forth below: 1.1 "Business Terms Exhibit" means the business terms and financial terms applicable to the Consulting Services (as defined below) conditions and other agreements set forth in the attached exhibit, as may be amended from time to time which are incorporated herein by written agreement of the parties. reference. 1.2 "Confidential Information" means any non-public scientific, technical, financial trade or business information possessed or obtai...ned by, developed for or given to PTCI BIND which is treated by PTCI BIND as confidential or proprietary, whether or not labeled or identified as "Confidential". Confidential Information will include, without limitation, information prepared in full or in part for PTCI BIND by Consultant, Materials and Developments (defined below), the terms of this Agreement below) and information about or belonging to PTCI's BIND's suppliers, licensors, licensees, partners, affiliates, customers, potential customers or others. 1.3 "Developments" means concepts, inventions, know-how, techniques, improvements, writings, data, computer software, Materials and Materials rights (whether or not patentable or subject to copyright or trade secret protection) that Consultant makes, conceives or reduces to practice, either alone or jointly with others, and that result from the performance of the Consulting Services, Services (defined below), and/or result from use Confidential Information of PTCI's Confidential Information. BIND. 1.4 "Materials" means all materials furnished by PTCI, BIND, all materials developed by Consultant in connection with the Consulting Services, and any materials, the cost of which are reimbursed to Consultant by PTCI BIND hereunder. Materials include, in the case of biological materials, all progeny and unmodified derivatives of those materials, and in the case of chemical materials, all analogs, formulations, mixtures and compositions of those materials. 1.5 "Term" means the term of this Agreement as set forth in the Business Terms Term Exhibit. View More
Definitions. Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: (a) "Company Documents and Materials" shall refer to all documents or other media, whether tangible or intangible, that contain or embody Proprietary Information, as defined below, or any other information concerning the business, operations or plans of the Company, whether such documents or media have been prepared by Company, or by others on behalf of the Company. Company Documents and Materia...ls include, but are not limited to, blueprints, drawings, photographs, charts, graphs, notebooks, tests, test results, experiments, customer lists, computer disks, tapes or printouts, sound recordings and other printed, electronic, typewritten or handwritten documents or information, sample products, prototypes and models. (b) "Inventions" means, the Product being developed pursuant to this Agreement resulting from the performance of the Services. Unless specifically included on Exhibit "A" as part of the Services to be performed, the term "Inventions" does not include any software programs or subroutines, source or object code, algorithms, improvements, works of authorship, technology, designs, formulas, ideas, processes, techniques, methodology, know-how and data, whether or not patentable or copyrightable, made, discovered, conceived, reduced to practice, or developed by Merlin, which are not an integral part of the Product even if developed or discovered by Merlin in designing or developing the Product. (c) "Proprietary Information" means information relating to the Services or the Product which is developed, created, or discovered by or on behalf of the Company, or which became or will become known to, or was or is conveyed to the Company pursuant to this Agreement, which has commercial value in Company's business, whether or not patentable or copyrightable, including, without limitation: (i) specifically developed software programs, subroutines, source and object code, algorithms, (ii) specifically developed designs, technology, know-how, processes, data, ideas, techniques; (iii) works of authorship; and (iv) product development plans. Propriety Information will also included any information provided by Company to Merlin relating to: (i) customer lists; (ii) terms of compensation and performance levels of the Company's employees and consultants; (iii) Company's customers; (iv) other information concerning the Company's actual or anticipated business, research or development: or (v) information which is received in confidence by or for the Company from any other person or entity by Merlin which is marked "Confidential." However, Proprietary Information does not apply to any information known to Merlin prior to the signing of this Agreement or which is common knowledge or otherwise published by Company. (d) "Services" means those services as set forth on Exhibit "A," to be performed by Merlin for and on behalf of the Company related to the research and development of the Product. (e) "Deliverables" means all work product and related materials prepared and developed by Merlin in connection with this Agreement, including, but not limited to, the preliminary prototype components, initial design specifications and drawings, documentation of materials and processes used to fabricate the prototypes, summary of bench testing, and the materials related to the Services provided under this Agreement, including, but not limited to, all materials, prototypes and files.View More
Definitions. Capitalized The following capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: (a) "Company Documents and Materials" shall refer to all means documents or other media, whether in tangible or intangible, intangible form, that contain or embody Proprietary Information, as defined below, Information or any other information concerning the business, operations or plans of the Company, whether such documents or media have been prepared by Company, Empl...oyee or by others on behalf of the Company. others. Company Documents and Materials include, but are not limited to, without limitation, blueprints, drawings, photographs, charts, graphs, notebooks, tests, test results, experiments, customer lists, computer disks, tapes or printouts, sound recordings and other printed, electronic, typewritten or handwritten documents or information, sample products, prototypes and models. (b) "Inventions" means, the Product being developed pursuant to this Agreement resulting from the performance of the Services. Unless specifically included on Exhibit "A" as part of the Services to be performed, the term "Inventions" does not include any without limitation, all software programs or subroutines, source or object code, algorithms, improvements, inventions, works of authorship, trade secrets, technology, designs, formulas, ideas, processes, techniques, methodology, know-how and data, whether or not patentable or copyrightable, made, discovered, conceived, made or discovered or conceived or reduced to practice, practice or developed by Merlin, which are not an integral part of the Product even if developed Employee, either alone or discovered by Merlin in designing or developing the Product. jointly with others. (c) "Proprietary Information" means information relating to the Services that was or the Product which is will be developed, created, or discovered by or on behalf of the Company, or which became or will become known to, or was or is conveyed to the Company pursuant to this Agreement, Company, which has commercial value in the Company's business, whether or not patentable or copyrightable, including, without limitation: (i) specifically developed limitation, information about software programs, programs and subroutines, source and object code, algorithms, (ii) specifically developed trade secrets, designs, technology, know-how, processes, data, ideas, techniques; (iii) techniques, inventions, works of authorship; authorship, formulas, business and (iv) product development plans. Propriety Information will also included any information provided by Company to Merlin relating to: (i) plans, customer lists; (ii) lists, terms of compensation and performance levels of the Company's employees and consultants; (iii) consultants, the Company's customers; (iv) customers and other information concerning the Company's actual or anticipated business, research or development: development, or (v) information which is received in confidence by or for the Company from any other person or entity by Merlin which is marked "Confidential." However, Proprietary Information does not apply to any information known to Merlin prior to the signing of this Agreement or which is common knowledge or otherwise published by Company. (d) "Services" means those services as set forth on Exhibit "A," to be performed by Merlin for and on behalf of the Company related to the research and development of the Product. (e) "Deliverables" means all work product and related materials prepared and developed by Merlin in connection with this Agreement, including, but not limited to, the preliminary prototype components, initial design specifications and drawings, documentation of materials and processes used to fabricate the prototypes, summary of bench testing, and the materials related to the Services provided under this Agreement, including, but not limited to, all materials, prototypes and files. entity. View More
Definitions. Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: (a) "Company Documents and Materials" shall refer to all documents or other media, whether tangible or intangible, that contain or embody Proprietary Information, as defined below, or any other information concerning the business, operations or plans of the Company, whether such documents or media have been prepared by Company, or by others on behalf of the Company. Company Documents and Materia...ls include, but are not limited to, blueprints, drawings, photographs, charts, graphs, notebooks, tests, test results, experiments, customer lists, computer disks, tapes or printouts, sound recordings and other printed, electronic, typewritten or handwritten documents or information, sample products, prototypes and models. (b) "Inventions" means, the Product being developed pursuant to this Agreement resulting from the performance of the Services. Unless specifically included on Exhibit "A" as part of the Services to be performed, the term "Inventions" does not include any software programs or subroutines, source or object code, algorithms, improvements, works of authorship, technology, designs, formulas, ideas, processes, techniques, methodology, know-how and data, whether or not patentable or copyrightable, made, discovered, conceived, reduced to practice, or developed by Merlin, Rev.1, which are not an integral part of the Product even if developed or discovered by Merlin Rev. 1 in designing or developing the Product. (c) "Proprietary Information" means information relating to the Services or the Product which is developed, created, or discovered by or on behalf of the Company, or which became or will become known to, or was or is conveyed to the Company pursuant to this Agreement, which has commercial value in Company's business, whether or not patentable or copyrightable, including, without limitation: (i) specifically developed software programs, subroutines, source and object code, algorithms, (ii) specifically developed designs, technology, know-how, processes, data, ideas, techniques; (iii) works of authorship; and (iv) product development plans. Propriety Information will also included any information provided by Company to Merlin Rev. 1 relating to: (i) customer lists; (ii) terms of compensation and performance levels of the Company's employees and consultants; (iii) Company's customers; (iv) other information concerning the Company's actual or anticipated business, research or development: or (v) information which is received in confidence by or for the Company from any other person or entity by Merlin Rev. 1 which is marked "Confidential." However, Proprietary Information does not apply to any information known to Merlin Rev. 1 prior to the signing of this Agreement or which is common knowledge or otherwise published by Company. (d) "Services" means those services as set forth on Exhibit "A," to be performed by Merlin Rev.1 for and on behalf of the Company related to the research and development of the Product. (e) "Deliverables" means all work product and related materials prepared and developed by Merlin Rev. 1 in connection with this Agreement, including, but not limited to, the preliminary prototype components, initial design specifications and drawings, documentation of materials and processes used to fabricate the prototypes, summary of bench testing, and the materials related to the Services provided under this Agreement, including, but not limited to, all materials, prototypes and files. View More
Definitions. Except as otherwise provided herein, the capitalized terms used in this Fourth Amendment shall have the definitions set forth in the Lease.
Definitions. Except as otherwise provided herein, the capitalized terms used in this Amendment shall have the definitions set forth in the Lease. each Warrant.
Definitions. In addition to terms otherwise defined herein, the following terms shall have the meanings set forth below for purposes of this Purchase Agreement: (a) "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (b) "Additional Investor's Documents" shall mean, collectively, (i) the Registration Rights Agreement and (ii) each Amended Side Letter. (c) "Approvals" shall mean, with respect to this Purchase Agreement and the transactions contemplate...d hereby, all notices, legal opinions, consents, amendments, waivers and modifications required pursuant to the terms hereof or such other documents in order to permit consummation of the transactions contemplated by this Purchase Agreement. (d) "Cash Purchase Price" shall mean $7.5 million in cash. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended. (f) "Equity Purchase Price" shall mean 3,733,342 shares of the Company Class A Common Stock. (g) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. (h) "Lien" shall mean any lien, pledge, claim, security interest, encumbrance, charge, restriction or limitation of any kind, whether arising by agreement, operation of law or otherwise. (i) "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. (j) "Registration Rights Agreement" shall mean the Registration Rights Agreement by and between the Company and Investor, dated as of the date hereof.View More
Definitions. In addition to terms otherwise defined herein, the following terms shall have the meanings set forth below for purposes of this Purchase Agreement: (a) "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (b) "Additional Investor's Documents" shall mean, collectively, (i) the Registration Rights Agreement and (ii) each Amended Side Letter. (c) "Approvals" shall mean, with respect to this Purchase Agreement and the transactions contemplate...d hereby, all notices, legal opinions, consents, amendments, waivers and modifications required pursuant to the terms hereof or such other documents in order to permit consummation of the transactions contemplated by this Purchase Agreement. (d) "Cash Purchase Price" shall mean $7.5 $13.8 million in cash. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended. (f) "Equity Purchase Price" shall mean 3,733,342 7,167,817 shares of the Company Class A Common Stock. (g) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. (h) "Lien" shall mean any lien, pledge, claim, security interest, encumbrance, charge, restriction or limitation of any kind, whether arising by agreement, operation of law or otherwise. (i) "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. (j) "Registration Rights Agreement" shall mean the Registration Rights Agreement by and between the Company and Investor, dated as of the date hereof. View More
Definitions. Unless otherwise specified herein, all capitalized terms used and not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement, the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement and the Exchange Agreement, as applicable.
Definitions. Unless otherwise specified herein, all capitalized terms used and not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement, the First Supplemental Agreement, the Second Supplemental Exchange Agreement, the Third Supplemental Agreement Pledge and Security Agreement, the Exchange Guaranty or the Stock Pledge Agreement, as applicable.
Definitions. Capitalized words and phrases used herein without definition shall have the respective meanings ascribed to such words and phrases in the Debt Repayment Agreement.
Definitions. Capitalized words and phrases used herein without definition shall have the respective meanings ascribed to such words and phrases in the Debt Repayment Restated Financing Agreement.
Definitions. The term (a) "Obligations" means, collectively, all debts, liabilities and obligations (including, without limitation, any expenses, costs and charges incurred by or on behalf of the Lender in connection with any Transaction Document), present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Borrower or the Guarantor to the Lender in any currency, under, in connection with or... pursuant to the any Transaction Document (including, without limitation, this Guaranty), and whether incurred by the Borrower or the Guarantor alone or jointly with another or others and whether as principal, guarantor or surety and in whatever name or style; and (b) "Transaction Documents" means, collectively, this Guaranty and the "Transaction Documents" as defined in the UPA. All other capitalized terms used herein without definition shall have the respective meanings provided therefor in the UPA.View More
Definitions. The term (a) "Obligations" means, collectively, all debts, liabilities and obligations (including, without limitation, any expenses, costs and charges incurred by or on behalf of the th Lender in connection with any Transaction Document), present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Borrower or the Guarantor to the Lender in any currency, under, in connection with... or pursuant to the any Transaction Document (including, without limitation, this Guaranty), and whether incurred by the Borrower or the Guarantor alone or jointly with another or others and whether as principal, guarantor or surety and in whatever name or style; and (b) "Transaction Documents" means, collectively, this Guaranty and the "Transaction Documents" as defined in the UPA. SPA. All other capitalized terms used herein without definition shall have the respective meanings provided therefor in the UPA. SPA. View More
Definitions. The term (a) "Obligations" means, collectively, all debts, liabilities and obligations (including, without limitation, any expenses, costs and charges incurred by or on behalf of the Lender in connection with any Transaction Document), present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by the Borrower, the Guarantors, or any other "Guarantor" (as such term is defined in the Bo...rrower or the Guarantor Security Agreement) (the "Other Guarantors") to the Lender in any currency, under, in connection with or pursuant to the any Transaction Document (including, without limitation, this Guaranty), and whether incurred by the Borrower Borrower, any Guarantor or the any Other Guarantor alone or jointly with another or others and whether as principal, guarantor or surety and in whatever name or style; and (b) "Transaction Documents" means, collectively, this Guaranty and the "Transaction Documents" as defined in the UPA. SPA. All other capitalized terms used herein without definition shall have the respective meanings provided therefor in the UPA. SPA. View More
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Obligations (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: "Affiliate" means any Warrant Holder that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Warrant Holder, as such terms are used in and construed un...der Rule 405 under the Securities Act. "Board of Directors" means the board of directors of the Company. "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Liens" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. "Warrant Holder" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. "Securities" has the meaning set forth in the Preamble of this Agreement. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1 3. Exchange and Satisfaction. The Obligations are hereby surrendered by the Warrant Holder and exchanged for the Securities and other considerations according to the following terms and conditions. a. As of December 7, 2021, the Warrant Holder currently holds the following warrants. i. Warrants to purchase 77,885 shares priced at $0.20 (twenty cents) each. All of the above warrants expire on December 31, 2022, have had their underlying shares registered and do not have a cashless exercise option or any anti-dilution features. b. Warrant holder agrees to exchange all of the above warrants for the following considerations: i. The 77,885 warrants currently priced at $0.20 shall be repriced at $0.16 and their total reduced by 5%. Specifically, the Warrant Holder shall exercise 73,991 warrants at $0.16 within 15 (fifteen) business days of signing this agreement for a total of $11,839. c. Lock up restrictions – The Warrant Holder will be restricted from selling any common shares resulting from the transactions described herein for a period of one year after the New Financing. d. Blocker - A 10% blocker shall be effected such that the Warrant Holder agrees to restrict its holdings of the Company's Common Shares to less than 10% of the total number of the Company's outstanding common shares at any one point in time after the completion of the New Financing. e. This offer to exchange warrants expires on December 30, 2021.View More
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Obligations (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: "Affiliate" means any Warrant Holder that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Warrant Holder, as such terms are used in and construed un...der Rule 405 under the Securities Act. "Board of Directors" means the board of directors of the Company. "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Liens" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. "Warrant Holder" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. "Securities" has the meaning set forth in the Preamble of this Agreement. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1 3. Exchange and Satisfaction. The Obligations are hereby surrendered by the Warrant Holder and exchanged for the Securities and other considerations according to the following terms and conditions. a. As of December 7, 2021, the Warrant Holder currently holds the following warrants. i. Warrants to purchase 77,885 896,456 shares priced at $0.20 (twenty cents) each. All of the above warrants expire on December 31, 2022, have had their underlying shares registered and do not have a cashless exercise option or any anti-dilution features. b. Warrant holder agrees to exchange all of the above warrants for the following considerations: i. The 77,885 896,456 warrants currently priced at $0.20 shall be repriced at $0.16 and their total reduced by 5%. Specifically, the Warrant Holder shall exercise 73,991 851,633 warrants at $0.16 within 15 (fifteen) business days of signing this agreement for a total of $11,839. $136,261. c. Lock up restrictions – The Warrant Holder will be restricted from selling any common shares resulting from the transactions described herein for a period of one year after the New Financing. d. Blocker - A 10% blocker shall be effected such that the Warrant Holder agrees to restrict its holdings of the Company's Common Shares to less than 10% of the total number of the Company's outstanding common shares at any one point in time after the completion of the New Financing. e. This offer to exchange warrants expires on December 30, 2021. View More
Definitions. The following terms shall have the following meanings for purposes of this Agreement: (a) "Award Letter" shall mean the letter to the Participant attached hereto as Exhibit A. (b) "CIC Plan" shall mean the Corporation's Amended and Restated Change in Control Severance Plan. (c) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. (d) "Fair Market Value" shall have the meaning assigned to such term under the Plan. (e) "Good Reason" shall have the meaning assigned to ...such term under the CIC Plan. (f) "Grant Date" shall mean the "Grant Date" listed in the Award Letter. (g) "Letter Agreement" shall mean the letter agreement, dated as of November 5, 2018, between the Participant and the Company. (h) "Participant" shall mean the "Participant" listed in the Award Letter. (i) "Restricted Shares" shall mean that number of Restricted Shares listed in the Award Letter as "Awards Granted." (j) "Section 409A Change in Control Event" shall mean a change in ownership or effective control of the Corporation, or in the ownership of a substantial portion of the assets of the Corporation, within the meaning of Section 409A(a)(2)(A)(v) of the Code. (k) "Shares" shall mean a number of shares of the Corporation's Common Stock, par value $0.01 per share, equal to the number of Restricted Shares.View More
Definitions. The following terms shall have the following meanings for purposes of this Agreement: (a) "Award Letter" shall mean the letter to the Participant attached hereto as Exhibit A. (b) "CIC Plan" shall mean the Corporation's Amended and Restated Change in Control Severance Plan. (c) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. (d) "Fair Market Value" shall have the meaning assigned to such term under the Plan. (e) "Good Reason" shall have the meaning assigned to ...such term under the CIC Plan. (f) (c) "Grant Date" shall mean the "Grant Date" listed in the Award Letter. (g) "Letter Agreement" shall mean the letter agreement, dated as of November 5, 2018, between the Participant and the Company. (h) (d) "Participant" shall mean the "Participant" listed in the Award Letter. (i) (e) "Restricted Shares" Units" shall mean that number of Restricted Shares restricted units listed in the Award Letter as "Awards Granted." (j) (f) "Section 409A Change in Control Event" shall mean a change in ownership or effective control of the Corporation, or in the ownership of a substantial portion of the assets of the Corporation, within the meaning of Section 409A(a)(2)(A)(v) of the Code. (k) (g) "Shares" shall mean a number of shares of the Corporation's Common Stock, par value $0.01 per share, equal to the number of Restricted Shares. Units. View More
