Definitions Contract Clauses (26,161)

Definitions. Any capitalized term not otherwise defined herein shall have the meaning set forth in the Agreement. As used in this Note, the following terms, unless the context otherwise requires, shall have the following meanings: (i) "Company" shall also include any corporation that, to the extent permitted by this Note, succeeds to, or assumes the obligations of, the Company under this Note. (ii) "Holder", when the context refers to a holder of this Note, shall mean any person who shall at the time be the ...registered holder of this Note. View More

Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Note Purchase Agreement. In addition, when used herein: "Aemetis Option Exercise Date" shall mean the date upon which the Aemetis Option is exercised in accordance with its terms; "Existing Agreement" shall mean that certain Amended and Restated Note Purchase Agreement dated as of July 6, 2012, as amended, restated, supplemented, revised or replaced from time to time, among the borrowers party... thereto, Parent Guarantor, the noteholders party thereto and Third Eye Capital Corporation, an Ontario corporation, in its capacity as agent for and on behalf of the noteholders party thereto and each document or agreement entered into in connection therewith; and "Guaranty Limit" shall mean an amount equal to the sum of: (a) the aggregate amount of Note Indebtedness advanced by the Borrower to each Guarantor under and in accordance with the Intercompany Revolving Notes (irrespective of which Guarantor is the obligor under any particular Intercompany Revolving Note); (b) the aggregate amount of Note Indebtedness with respect to the Subsequent Term Loan; (c) the aggregate amount of Note Indebtedness with respect to the CO2 Term Loan; and (d) the obligations of the Guarantors under Section 4.12 hereof. View More

Definitions. Any capitalized term used but not otherwise defined in this Amendment 1 shall have the meaning ascribed to such term in the Credit Agreement, and the interpretations set forth in the Credit Agreement shall apply to this Amendment 1.

Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires: (a) "Change of Control" shall mean the occurrence of any of the following events: (i) any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), becomes the "Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%)... or more of the total voting power represented by the Company's then outstanding voting securities pursuant to a transaction or a series of related transactions which the Board of Directors of the Company (the "Board") does not approve; or (ii) (A) a merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; (B) or the Company's stockholders approve an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. (b) "Common Stock" shall mean the Company's common stock, $0.01 par value per share. (b) "Exercise Price" shall mean the purchase price to be paid upon exercise of this Warrant in accordance with the terms hereof, which price initially shall be $1.,14 per Warrant Share. The Exercise Price shall be subject to adjustment from time to time pursuant to the provisions of Section 5 hereof. (c) "Warrant Expiration Date" shall mean 5:00 p.m., Central Time, on October 31, 2019. View More

Definitions. The following terms used in this Agreement shall have the meanings set forth in this Section 1: a) "Cause" has the meaning set forth in the CIC Severance Plan. b) "CIC Effective Date" has the meaning set forth in the CIC Severance Plan. c) "CIC Severance Plan" means the Bonanza Creek Energy, Inc. Fifth Amended and Restated Executive Change in Control and Severance Plan, as the same may be amended from time to time. d) "Date of Termination" has the meaning set forth in the CIC Severance Plan. e) ..."Designated Beneficiary" means the beneficiary or beneficiaries designated by Grantee in a writing filed with the Company in the form attached hereto as Exhibit A. f) "Disability" or "Disabled" has the meaning set forth in the CIC Severance Plan. g) "Eligible Individual" has the meaning set forth in the CIC Severance Plan. h) "Good Reason" has the meaning set forth in the CIC Severance Plan. i) "Grant Date" means the date on which this Award was granted, as set forth in the Grant Notice. j) "Grantee" means the employee of the Company specified in the grant notice issued by the Company on or about the Grant Date (the "Grant Notice"). k) "Release" has the meaning set forth in the CIC Severance Plan. l) "Restricted Stock Units" means time-based Stock Units (as defined in the Plan) granted under this Agreement and subject to the terms of this Agreement and the Plan. 1 m) "Service Agreement" means any applicable agreement between the Company and Grantee regarding Grantee's Service with the Company. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Plan. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement. View More

Definitions. For the purposes of this Exhibit A: a. "Payout Percentage" means the "Percentage of Target Award Earned" specified in the table above, or a percentage determined using linear interpolation if actual performance falls between two levels in the table above (and rounded to the nearest whole percentage point and, if equally between two percentage points, rounded up). In no event may the Payout Percentage exceed 200%. In the event that actual performance does not meet the threshold level specified in... the table above, the Payout Percentage shall be zero. b. "Lodging/Resorts Companies" means the companies in the FTSE NAREIT Lodging/Resorts Index that have a market capitalization of at least $1 billion as of the first day of the Performance Period, as determined by the Committee in its sole discretion. Only companies that are public throughout the entire Performance Period shall be included for purposes of calculating the Relative Total Shareholder Return Position (i.e., companies that may become acquired, have an initial public offering, etc. during the Performance Period shall be excluded from the calculation altogether). c. "Total Shareholder Return" of either the Company or any Lodging/Resorts Company means: (A) (i) the average closing price for a share of common stock of the Company or a Lodging/Resorts Company (as applicable) over the 30 calendar day period ending on (and including) the last date of the Performance Period, minus (ii) the average closing price for such share of common stock over the 5 trading day period starting on (and including) the first date of the Performance Period (the "Base Price"), plus (iii) the value of any dividends declared on any share of such common stock in respect of a record date occurring during the Performance Period, as adjusted assuming such dividends were reinvested in shares of common stock of the issuer of the dividend on such record date, divided by (B) the Base Price (in each case, with such adjustments as are necessary, in the judgment of the Committee to equitably calculate Total Shareholder Return in light of any stock splits, reverse stock splits, stock dividends, and other extraordinary transactions or other changes in the capital structure of the Company or a Lodging/Resorts Company, as applicable). All closing prices shall be the principal stock exchange or quotation system closing prices on the date in question. EX-10.1 2 d333239dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 PERFORMANCE STOCK UNIT AGREEMENT PARK HOTELS & RESORTS INC. 2017 OMNIBUS INCENTIVE PLAN This Performance Stock Unit Agreement (this "Agreement"), effective as of February 3, 2017 (the "Grant Date"), is between Park Hotels & Resorts Inc., a Delaware corporation (the "Company"), and Thomas J. Baltimore, Jr. (the "Participant"). View More

Definitions. Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below: "1933 Act" means the Securities Act of 1933, as amended. "1934 Act" means the Securities Exchange Act of 1934, as amended. "Authorized Person" shall mean each person, whether or not an officer or an employee of the Trust, duly authorized to execute this Agreement and to give Instructions on behalf of the Trust as set forth in Exhibit B hereto and each Authorized Pe...rson's scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto. From time to time the Trust may deliver a new Exhibit B to add or delete any person and BNY Mellon shall be entitled to rely on the last Exhibit B actually received by BNY Mellon. "BNY Mellon Affiliate" shall mean any office, branch, or subsidiary of The Bank of New York Mellon Corporation. "Confidential Information" shall have the meaning given in Section 22 of this Agreement. "Documents" shall mean such other documents, including but not limited to, resolutions of the Sponsor authorizing the execution, delivery and performance of this Agreement by the Trust, and opinions of outside counsel, as BNY Mellon may reasonably request from time to time, in connection with its provision of services under this Agreement. "Gold" shall mean gold bullion meeting the requirements of London Good Delivery. "Index" shall mean the underlying index for each Fund. "Instructions" shall mean Oral Instructions or written communications actually received by BNY Mellon by S.W.I.F.T., tested telex, letter, facsimile transmission, or other method or system specified by BNY Mellon as available for use in connection with the services hereunder, from an Authorized Person or person believed in good faith to be an Authorized Person. "Investment Advisor" shall mean the entity identified by the Trust to BNY Mellon as the entity having investment responsibility with respect to the Trust. "LBMA" means The London Bullion Market Association. "London Good Delivery" shall have the meaning assigned in the "The Good Delivery Rules for Gold and Silver Bars" published by the LBMA. "Net Asset Value" shall mean the per share value of a Fund, calculated in the manner described in the Funds' Offering Materials. "Offering Materials" shall mean the Funds' currently effective prospectus and most recently filed registration statement with the SEC relating to shares of the Funds. "Organizational Documents" shall mean certified copies of the Trust's articles of incorporation, certificate of incorporation, certificate of formation or organization, certificate of limited partnership, bylaws, limited partnership agreement, memorandum of association, limited liability company agreement, operating agreement, confidential offering memorandum, material contracts, Offering Materials, all SEC exemptive orders issued to the Trust, required filings or similar documents of formation or organization, as applicable, delivered to and received by BNY Mellon. "Oral Instructions" shall mean oral instructions received by BNY Mellon under permissible circumstances specified by BNY Mellon, in its sole discretion, as being from an Authorized Person or person believed in good faith by BNY Mellon to be an Authorized Person. "Reference Currency" shall mean each currency referenced in a Fund's underlying Index. "SEC" means the United States Securities and Exchange Commission. "Securities Laws" means the 1933 Act and the 1934 Act. "Shares" means the shares of beneficial interest of any series or class of the Trust. "Sponsor" means the designated sponsor of the Trust, currently WGC USA Asset Management Company, LLC. View More

Definitions. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Rights Agreement.Section 2. Amendments to Rights Agreement. (a) Amendment of Section 1(m) of the Rights Agreement. Section 1(m) of the Rights Agreement is hereby amended to read in its entirety as follows:"Expiration Date" shall mean the Close of Business on August 10, 2017."(b) Amendment of Section 1(s) of the Rights Agreement. Section 1(s) of the Rights Agreement is hereby amended to read in its ...entirety as follows:"Purchase Price" shall initially be $2.29 for each one one-thousandth of a Preferred Share purchasable pursuant to the exercise of a Right, and shall be subject to adjustment from time to time as provided in Section 11 or Section 13 hereof."(c) Amendment of Exhibit B to the Rights Agreement. Exhibit B to the Rights Agreement is hereby amended by replacing references to "2016" with "2017" and replacing the reference to "$3.06" with "$2.29". (d) Amendment of Exhibit C to the Rights Agreement. Exhibit C to the Rights Agreement is hereby amended by replacing references to "2016" with "2017" and replacing the reference to "$3.06" with "$2.29". Exhibit 4.1 Section 3. Miscellaneous. (a) The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. (b) This Amendment shall be effective as of the date first above written, and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. (c) This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. (d) This Amendment shall be deemed to be a contract made under the laws of the State of Washington and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. (e) The Rights Agent and the Company hereby waive any notice requirement under the Rights Agreement pertaining to the matters covered by this Amendment. (f) Except to the extent specifically amended hereby, the provisions of the Rights Agreement shall remain unmodified, and the Rights Agreement as amended hereby is confirmed as being in full force and effect. View More

Definitions. As used herein: (a) "Award" means the award hereby granted of the right to receive Restricted Shares, which Restricted Shares constitute "Performance Shares" under the Plan. (b) "Board" means the Board of Trustees of the Company, as constituted from time to time. (c) "Cause" means "Cause" as defined in the Plan. (d) "Change of Control" means a "Change of Control" as defined in the Plan. (e) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. (...f) "Committee" means the Committee appointed by the Board in accordance with Section 2 of the Plan, if one is appointed and in existence at the time of reference. If no Committee has been appointed pursuant to Section 2, or if such a Committee is not in existence at the time of reference, "Committee" means the Board. (g) "Date of Grant" has the meaning shown above. (h) "Deferred Compensation Plan" means the Brandywine Realty Trust Executive Deferred Compensation Plan, as in effect from time to time. (i) "Disability" means "Disability" as defined in the Plan. (j) "Employer" means the Company or the Subsidiary for which Grantee is performing services on the applicable Vesting Date. (k) "Fair Market Value" means "Fair Market Value" as defined in the Plan. (l) "Performance Period" means, with respect to the Restricted Shares, the period beginning on the Date of Grant and ending on the applicable Vesting Date for the Restricted Shares. (m) "Resignation for Good Reason" means the occurrence of any of the following after a Change of Control: (i) a decrease in Grantee's annual base salary in effect at the date of the Change of Control; (ii) a material decrease in Grantee's annual bonus opportunity in effect at the date of the Change of Control; (iii) a material diminution in Grantee's title, authority, duties, or responsibilities in effect at the date of the Change of Control; or (iv) a relocation of Grantee's principal place of work to a location more than thirty (30) miles from the location at the date of the Change of Control. (n) "Restricted Shares" means the [__________] Shares which are subject to delivery rights, vesting and forfeiture in accordance with the terms of this Award. (o) "Retirement" means Grantee's separation from service (within the meaning of Treasury Regulation § 1.409A-1(h) (or any successor regulation)) from the Company and its Subsidiaries after attaining at least age fifty seven (57) and completing at least fifteen (15) years of continuous full-time service with the Company and/or its Subsidiaries. For purposes of determining the duration of Grantee's continuous full-time service with the Company and its Subsidiaries, Grantee shall be credited with service at a company acquired by the Company (directly or through a Subsidiary) for periods that precede the acquisition date. (p) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time. (q) "Share" means a common share of beneficial interest, $.01 par value per share, of the Company, subject to substitution or adjustment as provided in Section 3(c) of the Plan. (r) "Subsidiary" means, with respect to the Company, a subsidiary company, whether now or hereafter existing, as defined in section 424(f) of the Code, and any other entity 50% or more of the economic interests in which are owned, directly or indirectly, by the Company. (s) "Vesting Date" means April 15, 2019 or such earlier date as provided in Paragraph 3. View More

Definitions. All capitalized terms used in this Amendment (including in the Recitals to this Amendment) which are not expressly defined in this Amendment shall have the meanings given to them in the Credit Agreement.