Defined Terms As set forth in the Plan, unless otherwise defined in this Agreement Participant: [Name] Type of Option: [Incentive/Nonstatutory] Stock Option Grant Date: [Date] Number of Shares Purchasable: [•] Exercise Price per Share: $[•], which is the Fair Market Value as of the Grant Date Original Expiration Date: [•] years from the Grant Date (or earlier if your Separation from Service occurs before this Expiration Date; see Exercise after Separation from Service below) Exercisability: The Option will become exercisable as follows, as long as you do not have a Separation from Service before the applicable [date/event]: [Date/Event] % of Option Exercisable* [—] [•] % *Any resultant fractional Options will not become exercisable and will instead be subject to the next applicable [date/event]. Exercise after Separation from Service: Separation from Service for any reason other than Disability, death, or Cause: any unexercisable portion of the Option expires immediately and any exercisable portion remains exercisable for [•] after your Separation from Service for any reason other than Disability, death, or Cause. Separation from Service due to Disability or death: any unexercisable portion of the Option expires immediately and any exercisable portion remains exercisable for [•] after your Separation from Service due to your Disability or death. Separation from Service for Cause: the entire Option, including any exercisable and unexercisable portion, expires immediately upon your Separation from Service for Cause. Notwithstanding anything else in this Agreement, the Option may not be exercised after the Original Expiration Date set forth above. OPTION TERMS
Existing Term Loan has the meaning specified in Section 2.01(b).
Existing Term Loans has the meaning specified in Section 2.16(a).
Definitions As used in this appendix, “Software” means a specific NetIQ software product for which You have Purchase Documentation issued to You by NetIQ or NetIQ’s agent. Unless defined in this appendix, capitalized terms have the meaning given in the parent Agreement. • STANDARD TERMS: Use the Software family headers and the product and license type tags below to locate the Product Use Rights terms applicable to the Software. Your usage of the Software must be consistent with such terms and with the unit count on Your purchase documentation. Product use rights terms below for other license types or products do not apply to You. • LIMITED USE RESTRICTIONS: Notwithstanding the standard terms below, Your rights may be limited by restrictions which were part of Your Software license acquisition. If such restrictions apply to Your license, then You must apply the restrictions in the broadest possible manner in interpreting Your product and license type rights below.
Existing Term Loan Agreement means that certain Term Loan Agreement dated as of November 17, 2011 by and among the Borrower, the financial institutions party thereto, Wells Fargo, as administrative agent, and the other parties thereto.
a term's notice means written notice given not later than the first day of the term preceding the term to which the notice relates;
Defined Person" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or other department or agency thereof.
Restructuring Term Sheet means the term sheet attached as Exhibit A to the Restructuring Support Agreement.
Existing Term Loan Class shall have the meaning provided in Section 2.14(g)(i).
Remaining Term Interest means, with respect to any Note, the aggregate amount of scheduled payment(s) of interest on such Note for the remaining term to the Maturity Date determined on the basis of the rate of interest applicable to such Note from and including the Redemption Date.
Certain Defined Terms As used in this Agreement, the term "Prospectus" means the applicable Portfolio's prospectus and related statement of additional information, whether in paper format or electronic format, included in the Portfolio's then currently effective registration statement (or post-effective amendment thereto), and any information that we or the Portfolio may issue to you as a supplement to such prospectus or statement of additional information (a "sticker"), all as filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933. 2.
FBF Definitions means the definitions set out in the 2007 FBF Master Agreement relating to transactions on forward financial instruments as supplemented by the Technical Schedules (Additifs Techniques) as published by the Fédération Bancaire Française (together the "FBF Master Agreement"), unless otherwise specified in the relevant Final Terms.
Existing Term Loan Facility has the meaning set forth in Section 2.16(a).
Existing Term Loan Tranche has the meaning set forth in Section 2.16(a).
Data Terms Website means hxxx://xxxxxxxxx.xxx/xxxxxxxx/assetservicing/vendoragreement.pdf or any successor website the address of which is provided by the Custodian to the Fund.
Used means, with respect to the Properties, Company Contracts or Permits of the Company, those owned, leased, licensed or otherwise held by the Company which were acquired for use or held for use by the Company in connection with the Company's business and operations, whether or not reflected on the Company's books of account.
Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.
Existing Termination Date has the meaning specified in Section 2.18(a).
Fixed GAAP Terms (a) the definitions of the terms “Capitalized Lease Obligation,” “Consolidated Depreciation and Amortization Expense,” “Consolidated Interest Expense,” “Consolidated Net Income,” “Consolidated Tangible Assets,” “Consolidated Working Capital,” “EBITDA,” “ECF CNI,” “Excess Cash Flow,” “Fixed Charge Coverage Ratio,” “Fixed Charges,” “Funded Debt,” “Indebtedness,” “Investments,” “Net Income,” “Senior Secured Indebtedness” and “Senior Secured Indebtedness to EBITDA Ratio,” (b) all defined terms in this Agreement to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of this Agreement or the other Loan Documents that, at the Borrower’s election, may be specified by the Borrower by written notice to the Administrative Agent from time to time.
Accounting Manual means the latest version of the document titled “Accounting for Parents and Citizens Associations” that is published by the Department of Education as amended from time to time.
Documents Incorporated by Reference means all financial statements, management’s discussion and analysis, management information circulars, annual information forms, material change reports or other documents issued by the Corporation, whether before or after the date of this Agreement, that are required by NI 44-101 to be incorporated by reference into the Prospectus or any Prospectus Amendment;
Financial Terms means the amount of compensation to be received by Vendor as evidenced by the Contract Documents, during the contract time.
laws relating to native title means laws applicable from time to time in the said State in respect of native title and includes the Native Xxxxx Xxx 0000 (Commonwealth);
as used herein Reference Banks" means four major banks in the London interbank market selected by the Calculation Agent; and "LIBOR Business Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London. Exhibit A Officer's Certificate The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice President] hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated Indenture, dated as of August 23, 2005, among FNB Financial Services Corporation (the "Company") and Deutsche Bank Trust Company Americas, as trustee, that, as of [date], [20__], the Company had the following ratios and balances: BANK HOLDING COMPANY As of [Quarterly Financial Dates] Tier 1 Risk Weighted Assets _________% Ratio of Double Leverage _________% Non-Performing Assets to Loans and OREO _________% Tangible Common Equity as a Percentage of Tangible Assets _________% Ratio of Reserves to Non-Performing Loans _________% Ratio of Net Charge-Offs to Loans _________% Return on Average Assets (annualized) _________% Net Interest Margin (annualized) _________% Efficiency Ratio _________% Ratio of Loans to Assets _________% Ratio of Loans to Deposits _________% Double Leverage (exclude trust preferred as equity) _________% Total Assets $_________ Year to Date Income $_________ * A table describing the quarterly report calculation procedures is provided on page __ [FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended _______, 20___.] [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial statements (including the balance sheet and income statement) of the Company and its consolidated subsidiaries for the fiscal quarter] ended [date], 20__. The financial statements fairly present in all material respects, in accordance with U.S. generally accepted accounting principles ("GAAP"), the financial position of the Company and its consolidated subsidiaries, and the results of operations and changes in financial condition as of the date, and for the [___ quarter interim] [annual] period ended [date], 20__, and such financial statements have been prepared in accordance with GAAP consistently applied throughout the period involved (expect as otherwise noted therein).
Required Financial Statements has the meaning assigned to such term in Section 5.04(2).
Agreement Accounting Principles means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.