Definitions from Amendment to Purchase and Sale Agreement
This First Amendment to the Purchase and Sale Agreement (this Amendment) is made and entered into effective as of June 30, 2017, by and among Atlas Energy Tennessee, LLC, Atlas Pipeline Tennessee, LLC, Atlas Noble, LLC, Viking Resources, LLC, Resource Energy, LLC, Atlas Resources, LLC, REI-NY, LLC, Resource Well Services, LLC, Atlas Energy Ohio, LLC and Atlas Energy Group, LLC (collectively, Original Sellers), Diversified Energy LLC (Buyer) and Atlas Resource Partners Holdings, LLC (ARPH).
Definitions. The following definitions shall be amended and restated in their entirety or added to Article 1 of the Original Agreement as set forth below. AET means Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company. APT means Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company. Drilling Partnerships means: (i) if prior to the Reorganization, the Existing Partnerships, and (ii) if after the Reorganization, (a) with respect to Atlas America Public #9, Ltd., that Existing Partnership, and (b) with respect to all Private Partnerships and all Public Partnerships other than #9, Ltd. (organization) values">Atlas America Public #9, Ltd., one or more new limited partnerships which will be formed pursuant to the Reorganization, provided, however that for the purposes of Section 7.28(ii) and Section 7.28(vi), Atlas America Public #9, Ltd. shall not be included in the definition of Drilling Partnership. Knox Agreements is defined in Section 2.2.7. Phase 1 of the Closing means the first step of the Closing, during which Sellers will sell, assign, convey and deliver all of the Properties to Buyer, other than the Equity Interests in AET. Reorganization means the transactions and actions of Sellers, their Affiliates and certain Third Parties that are reasonably necessary to (i) form the new Drilling Partnerships that are required for the Reorganization, (ii) transfer and vest all rights, title and interests of the Existing Partnerships, except for Atlas America Public #9, Ltd., in the Reorganization Wells to the new Drilling Partnerships, and (iii) complete the transfer by Atlas Resources, LLC of its managing general partner interest and limited partner interest in each Drilling Partnership to a newly formed Affiliate of Atlas Resources, LLC.
DEFINITIONS from Retirement Plan
The Plan is intended to comply with the requirements of the Employee Retirement Income Security Act of 1974 and Section 401(k) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. Effective as of January 1, 1988, the Plan was amended and restated to reflect the merger, also effective as of that date, of the Plan with the Employee Stock Ownership Plan for which contributions were suspended. Effective as of October 1, 1990, the Plan was amended and restated to provide additional investment options. Certain officers, as set forth in Section 16 of the Securities Exchange Act of 1934 and the rules thereunder ("Section 16 Officer(s)"), are subject to special limitations on their ability to make "participant-directed transactions" under the Plan. These provisions are set forth in Section XII of the Plan and apply to Section 16 Officers notwithstanding any other inconsistent provisions in the Plan. Effective January 1, 1994, the Plan was amended and res
DEFINITIONS. The following terms, when used herein, shall have the meanings stated below unless a different meaning is otherwise indicated or required by the context. As used herein, the singular number shall be deemed to include the plural, unless a different meaning is clearly indicated by the context:Account - Savings Contribution Account, Matching Contribution Account, ESOP Account, Rollover Account, and Profit Sharing Account, respectively, maintained for a Participant (or an Eligible Employee) as applicable.Affiliate - Any corporation 80 percent or more of whose stock (based on voting power or value) is owned directly or indirectly by the Company and any partnership or trade or business which is 80 percent or more controlled directly or indirectly by the Company, except that with respect to Section 3.7 hereof "50 percent" shall be substituted for "80 percent."The term "Affiliate" shall also include any corporation, partnership, trade, or business that is 50 percent or more owned directly or indirectly by the Company and unrelated to the Company under Sections 414(b), 414(c), 414(m), and 414(o) of the Code. Any Affiliate that meets the foregoing definition and adopts the Plan in accordance with Article IX of the Plan shall be a Participating Affiliate in the Plan and is subject to the multiple employer plan rules of Section 413(c) of the Code and the Treasury Regulations issued thereunder.Board of Directors - The Board of Directors of the Company. Code - The Internal Revenue Code of 1986, as amended.Committee - The MDU Resources Group, Inc. Employee Benefits Committee appointed to administer the Plan pursuant to Article IV. Common Stock - Common Stock of the Company.Company - MDU Resources Group, Inc. or any successor thereto.Company Pension Plan - Any one or more of the following pension plans: MDU Resources Group, Inc. Pension Plan for Non-Bargaining Unit Employees, Knife River Corporation Salaried Employees' Pension Plan, and Williston Basin Interstate Pipeline Company Pension Plan.Compensation - The total compensation paid to an Eligible Employee by the Employer (not in excess of $200,000, as adjusted by the Secretary of the Treasury to reflect increases in the cost of living), unreduced by any savings contributions of the Eligible Employee to the Plan, and any amount contributed by the Employer pursuant to a salary reduction agreement and which is not includible in the gross income of an Employee under Sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b) of the Code, including any differential wage payment (as defined in Section 3401(h)(2) of the Code), but excluding other contributions to the Plan, contributions to other employee benefit plans, relocation allowances, club membership reimbursements, the cost of group life insurance that is added to taxable income of the Eligible Employee, and any other extra or additional compensation from the Employer which does not constitute base compensation, such as bonuses and other incentive compensation. Notwithstanding the foregoing, for the 2000 - 2003 Plan Years, for participants employed by International Line Builders, Inc., Highline Equipment, Inc. or Loy Clark Pipeline Co. Inc., Compensation shall include bonuses and dividend equivalents.Deferred Savings Feature - That portion of the Plan attributable to participation in a cash or deferred arrangement with the Company pursuant to Section 401(k) of the Code.Direct Rollover - For purposes of Section 4.7, a Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.Disability - A physical or mental condition of an Eligible Employee which results in permanent and total disability as defined by the Social Security Administration.Distributee - For purposes of Section 4.7, a Distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order (QDRO), as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse.Effective Date -The "Effective Date" of the amendment and restatement of the Plan is January 1, 2017. The Plan was originally established effective January 1, 1984.Eligible Employee - An "Eligible Employee" means each regular full-time Employee or part-time Employee scheduled to work at least 1,000 hours a year who is at least 18 years of age and who is actively employed by the Employer, provided, however, that a part-time Employee scheduled to work less than 1,000 hours a year who completes more than 1,000 hours of service within a twelve-month period beginning on the Employee's employment date or in any subsequent Plan Year shall be an Eligible Employee. Notwithstanding the foregoing, unless specifically approved as an Eligible Employee by the Committee, an Employee of an Employer shall not be an Eligible Employee during any time wh
Definitions from Gas Gathering Agreement
This Gas Gathering Agreement is made and entered into on April 27, 2017 (together with each Agreement Addendum and the Exhibits hereto, this Agreement), but is effective as of April 27, 2017 (the Effective Date), by and between Rosehill Operating Company, LLC, a Delaware limited liability company (Producer), and Gateway Gathering and Marketing Company, a Maryland corporation (Gatherer). Producer and Gatherer may be referred to individually as Party or collectively as Parties.
Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below: Abandonment Date has the meaning given to it in Section 3.2(d). Additional/Accelerated Well has the meaning given to it in Section 3.2(c). Adequate Assurance of Performance has the meaning given to it in Section 9.3. Adjustment Year has the meaning given to it in Section 5.2(a)(ii). Administrator has the meaning given to it in Section 6.1(b). Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Producer and Gatherer and Raven Gathering System, LLC shall not be considered Affiliates of each other for purposes of this Agreement, except for Section 2.2(b). Affiliate Entity means any Affiliate to whom Gatherer assigns its rights and obligations under this Agreement. Affiliate Entity Dedicated Properties has the meaning given to it in Section 15.1(a)(ii). Agreement has the meaning set forth in the preamble hereof. Agreement Addendum means an Agreement Addendum by and between Producer and Gatherer that expressly states that it is governed by this Agreement. Agreement Addenda shall be the collective reference to each Agreement Addendum then in effect. Btu means the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at a pressure of 14.73 Psia and determined on a gross, dry basis. Business Day means a Day (other than a Saturday or Sunday) on which commercial banks in the State of Texas are generally open for business. Cancellation Date has the meaning given to it in Section 3.1(c). Claiming Party has the meaning given to it in the definition of Force Majeure. Communications has the meaning given to it in Section 16.2. Conditional Amount has the meaning set forth in Section 9.1(a). Conflicting Dedication means any gathering agreement, commitment, or arrangement (including any volume commitment) that requires Producers owned Gas or Gas that Producer controls to be gathered on any gathering system or similar system other than the System, including any such agreement, commitment, or arrangement burdening properties hereinafter acquired by Producer in the Dedication Area. No dedication of acreage shall constitute a Conflicting Dedication if Producers requirement under such dedication is to deliver Gas from the tailgate of the System or any other point that is a Delivery Point hereunder. Control (including the term Controlled) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Gas, such Gas produced from the Dedication Area and owned by a Third Party or an Affiliate and with respect to which Producer has the contractual right or obligation (pursuant to a marketing, agency, operating, unit, or similar agreement) to market such Gas and Producer elects or is obligated to market such Gas on behalf of the applicable Third Party or Affiliate. Credit-Worthy Person means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poors or Moodys (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer). Crude Oil has the meaning assigned to such term in any Transaction Document relating to the provision of crude oil gathering services by Gatherer. Crude Oil Gathering System has the meaning assigned to the term Individual System in any Transaction Document relating to the provision of crude oil gathering services by Gatherer. Day means a period of time beginning at 12:00 a.m. (midnight) Central Time on a calendar day and ending at 12:00 a.m. (midnight) Central Time on the succeeding calendar day. The term Daily shall have the correlative meaning. Dedicated Production means (a) Gas owned by Producer or an Affiliate of Producer and produced from a Well within the Dedication Area that is operated by Producer or an Affiliate of Producer, (b) Gas produced within the Dedication Area that is owned by a Third Party and under the Control of Producer and (c) Purchased Dedicated Production. Dedicated Properties means the interests held by Producer or its Affiliate in the oil and/or gas leases, mineral interests, and other similar interests as of the Effective Date or acquired by Producer or its Affiliates after the Effective Date that relate to land within the Dedication Area. Notwithstanding the foregoing, any interest that is permanently released pursuant to Section 2.4(a) or otherwise, shall cease to be included in this definition of Dedicated Properties immediately upon the effectiveness of such permanent release. Dedication Area mean
Definitions from Amendment to Term Loan Agreement
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this Amendment) dated as of November 6, 2015, by and among BROADSTONE NET LEASE, LLC, a limited liability company organized under the laws of the State of New York (the Borrower), BROADSTONE NET LEASE, INC., a corporation organized under the laws of the State of Maryland (the Parent), each of the Lenders party hereto (the Lenders) and REGIONS BANK, an Alabama state banking corporation, as Administrative Agent (together with its successors and assigns, the Administrative Agent).
Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement as amended by this Amendment.
Definitions from Asset Purchase Agreement
This Asset Purchase Agreement is dated as of April 11, 2017 (this Agreement), by and between The Valspar Corporation, a Delaware corporation (Seller), Axalta Coating Systems Ltd., a Bermuda exempted company (Purchaser) and, solely for purposes of Sections 5.1(a) (Efforts), 5.1(b) (Efforts), 5.3 (Confidentiality), 5.8 (Names Following Closing), 5.13 (Non-Solicitation) and 10.13 (Liability of Financing Sources), The Sherwin-Williams Company, an Ohio corporation (Parent).
Definitions. As used herein, the following terms have the meanings set forth below: Adjustment Amount means an amount, which may be positive or negative, equal to (a) the Closing Working Capital minus (b) the Target Working Capital. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by Contract or otherwise. Business Day means any day other than a Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by Law to remain closed. Canadian Consent Agreement the consent agreement that is expected to be issued by the Commissioner of Competition as it relates to the Transaction. Cash Amounts means all cash and cash equivalents other than accounts receivables, bank and other depositary accounts and safe deposit boxes, demand accounts, certificates of deposit, time deposits, negotiable instruments, securities and brokerage accounts. Closing Purchase Price means either (a) if the Estimated Adjustment Amount is a positive amount, the sum of the Base Purchase Price plus the Estimated Adjustment Amount or (b) if the Estimated Adjustment Amount is a negative amount, the Base Purchase Price minus the absolute value of the Estimated Adjustment Amount. Closing Working Capital means the Working Capital as of immediately prior to the Closing. Code means the U.S. Internal Revenue Code of 1986, as amended. Contract means any contract, purchase order, note, bond, mortgage, indenture, deed of trust, license, lease, agreement, covenant, arrangement, commitment or other instrument or obligation that is legally binding, whether written or oral. Covered Loss means, subject to Section 9.7, fines, damages, payments (including those arising out of any settlement or Judgment relating to any Proceeding), costs, Taxes, interest, penalties, fees and expenses, losses, Liabilities and claims including (i) reasonable attorneys and accountants fees, (ii) disbursements and (iii) costs of enforcing claims for indemnification under this Agreement, provided that with respect to this clause (iii), in the case of a direct claim by one party to this Agreement against another party to this Agreement, no cost of enforcing a claim for indemnification under this Agreement shall be a Covered Loss unless the relevant Party enforcing such claim is successful on the merits with respect to such claim. Delayed Transfer Industrial Wood Employee means any Inactive Industrial Wood Employee who (a) returns to work within six months of the Closing and (b) was employed by the Seller or its Subsidiaries immediately before the Closing and dedicating more than 50% of hours worked, during the 12-month period prior to the employees disability leave, to the Industrial Wood Business. Environmental Laws means any Law (a) relating to pollution or the protection, preservation or restoration of the environment (including indoor or outdoor air, surface water, groundwater, surface land or subsurface land), or any regulation of any Hazardous Materials or relating to human health and safety with respect to any Hazardous Materials or (b) that regulates, imposes liability (including for enforcement, investigatory costs, cleanup, removal or response costs, natural resource damages, contribution, injunctive relief, personal injury or property damage) or establishes standards of care with respect to any of the foregoing, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC. Section 9601 et. seq., the Resource Conservation and Recovery Act, 42 USC. Section 6901 et. seq., the Toxic Substances Control Act, 15 USC. Section 2601 et. seq., the Federal Water Pollution Control Act, 33 USC. Section 1151 et seq., the Clean Air Act, 42 USC. Section 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 USC. Section 111 et. seq., the Occupational Safety and Health Act, 29 USC. Section 651 et. seq., the Asbestos Hazard Emergency Response Act, 15 USC. Section 2601 et. seq., the Safe Drinking Water Act, 42 USC. Section 300f et. seq., the Oil Pollution Act of 1990 and analogous state acts, and all such laws, ordinances, regulations, codes, orders, judgments, injunctions, awards and decrees as are applicable to the foregoing. ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or
Definitions from Master Separation Agreement
THIS MASTER SEPARATION AGREEMENT (this Agreement) dated as of February 2, 2017, by and between CBS Corporation, a Delaware corporation (CBS), and CBS Radio Inc., a Delaware corporation (Radio). CBS and Radio (including, pursuant to Section 9.12, Acquiror after the Distribution Date) are herein referred to individually as a Party and collectively as the Parties. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I of this Agreement.
Definitions. As used in this Agreement, the following terms will have the following meanings: Acquiror has the meaning set forth in the Recitals. Acquiror Group has the meaning set forth in the Merger Agreement. Acquiror Public Filings has the meaning set forth in the Section 5.1(a)(ii). Acquiror Registration Statement has the meaning set forth in the Merger Agreement. Acquiror Subsidiary has the meaning set forth in the Merger Agreement. Acquiror Unaffected Stock Value means the volume-weighted average per-share closing price of Acquiror Class A Common Stock for the five consecutive trading days beginning 15 trading days prior to the Tax Opinion Waiver Date, as listed on the NYSE. Action has the meaning set forth in the Merger Agreement. Affiliate has the meaning set forth in the Merger Agreement. Agent has the meaning set forth in the Merger Agreement. Agreement has the meaning set forth in the Recitals. Agreement Disputes has the meaning set forth in Section 7.1. Allocation has the meaning set forth in Section 5.3(i). Ancillary Agreements has the meaning set forth in the Merger Agreement. Assumed Securities Liabilities means all Liabilities to the extent relating to (i) any SEC Filings or other public filings made by Acquiror (including Radio after the Distribution Date) (other than with respect to any information provided by CBS (or, before the Distribution Date, by Radio) specifically for inclusion therein) or (ii) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information provided by Acquiror specifically for inclusion in (x) the SEC Filings or (y) any public filings made by CBS following the Distribution Date. Assumed Liabilities means (i) the Financing Costs, (ii) the Radio Financing, (iii) the Assumed Securities Liabilities and (iv) any amounts included in the determination of the Final Net Adjustment Amount (as defined in the Merger Agreement) as finally determined in accordance Section 3.5 of the Merger Agreement. Audio Product means any audio-only programs, segments or reports and/or any other audio-only product, excluding Non-Content Assets. Auditors means the independent certified public accountant(s) of CBS, Radio or Acquiror. In the case of Radio and Acquiror, it is the independent certified public accountant(s) then engaged after the Distribution Date. Authorizing Party has the meaning set forth in Section 5.1(a)(iii). Benefit Plan means, with respect to an entity or any of its Subsidiaries, (a) each employee welfare benefit plan (as defined in Section 3(1) of ERISA) and all other employee benefits arrangements, policies or payroll practices (including severance pay, sick leave, vacation pay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical insurance or life insurance) sponsored or maintained by such entity or by any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute) and (b) all employee pension benefit plans (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangements sponsored, maintained or contributed to by such entity or any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute). For the avoidance of doubt, Benefit Plans includes Health and Welfare Plans. When immediately preceded by CBS, Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by a member of the CBS Group or any Benefit Plan with respect to which a member of the CBS Group is a party. When immediately preceded by Radio, Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by a member of the Radio Group or any Benefit Plan with respect to which a member of the Radio Group is a party. Benefits Transition Date means January 1, 2017. Business means the CBS Business or the Radio Business, as the case may be. Business Day has the meaning set forth in the Merger Agreement. CBS has the meaning set forth in the Preamble. CBS Brands means the trademarks and domain names owned by the CBS Group, including the CBS Eye Design, CBS, CBS RADIO, and CBS SPORTS RADIO, WCBS, KCBS and any other brands that include CBS or the Eye Design along with any brands that include KDKA, WBBM, KYW, WWJ, WBZ, WCCO or WJZ. CBS Brands License Agreements has the meaning set forth in the Merger Agreement. CBS Broadcasting has the meaning set forth in the Recitals. CBS Business means (a) any assets, business or operations of the CBS Group or its Affiliates, other than the Radio Business and (b) any terminated, divested or discontinued businesses or operations related to the CBS Business (as described in the foregoing clause (a)) or the Radio Business (except to the extent termi
Definitions from Employment Agreement
This Fourth Amended and Restated EMPLOYMENT AGREEMENT (the "Agreement") made and entered into by and between GigPeak, Inc., a Delaware corporation (the "Company") and Raluca Dinu (the "Executive" and, with the Company, the "Parties"), dated as of November 17, 2016 (the "Effective Date"), amends and restates in its entirety, Executive's Third Amended and Restated Employment Agreement with the Company dated as of August 3, 2015.
Definitions. Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in this Section and as provided elsewhere herein. For purposes of this Agreement, the following definitions apply:
Definitions from Lease
THIS LEASE (this Lease) is made as of September 9, 2016, by and between PA Meadows, LLC, a Delaware limited liability company (together with its wholly owned subsidiaries, WTA II, Inc. and CCR Pennsylvania Racing, Inc., and its and their successors and permitted assigns, Lessor), and PNK Development 33, LLC, a Delaware limited liability company (together with its successors and permitted assigns, Lessee).
Definitions. When used in this Lease, the following capitalized terms shall have the meanings indicated: AAA: The American Arbitration Association. Additional Appraiser: the Qualified Appraiser appointed pursuant to Section 10.7.3. Additional Charges: all Impositions and all other amounts, liabilities and obligations which Lessee assumes or agrees to pay under this Lease and, in the event of any failure on the part of Lessee to pay any of those items, except where such failure is due to the acts or omissions of Lessor, every fine, penalty, interest and cost which may be added for non-payment or late payment of such items. Additional Rent: as defined in Section 4.2. Adjusted Revenue: for any applicable Test Period, Net Revenue (i) minus expenses (determined in accordance with GAAP with respect to Lessee and attributable to the Premises) other than Specified Expenses and (ii) plus Specified Proceeds, if any; provided, however, that for purposes of calculating Adjusted Revenue, (A) Net Revenue shall not include Gaming Revenues, Retail Sales or Promotional Allowances of any sublessees under subleases of this Lease for or with respect to Existing Sublet Space, (B) Net Revenue shall include sublease rent received by Lessee from Space Lessees of Existing Sublet Space, and (C) Net Revenue shall include Gaming Revenues, Retail Sales and Promotional Allowances of any sublessees under subleases of this Lease for or with respect to any portion of the Premises other than Existing Sublet Space. For the purposes of this Lease, Adjusted Revenue for each full fiscal quarter commenced prior to the Commencement Date shall be deemed to be $11,349,012. Adjusted Revenue to Rent Ratio: for any Test Period, the ratio for the applicable period of Adjusted Revenue to Rent. Affiliate: shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, controlled by, or under common control with, such Person. For purposes of this definition, control, controlling and controlled by shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Alterations: as defined in Section 6.1.1. Applicable Standards: the standards generally and customarily applicable from time to time during the Term to similar gaming and hotel facilities in similar markets that have reasonably similar tax rates, competition, population, demographics, annual capital expenditures and of an age comparable to the age and quality of the Improvements existing at the time this standard is being applied. Applicable Value: as defined in Section 10.7. Appointing Authority: as defined in Section 17.4.2. Base Rent: as defined in Exhibit C. Base Year Net Revenue: Two Hundred Eighty-Six Million One Hundred Nineteen Thousand Five Hundred and Eighty-Five and 00/100 Dollars ($286,119,585.00). Business Day: as defined in Section 1.4. CapEx Improvements: as defined in Section 11.1.3. CapEx Requirement: as defined in Section 11.1.3. Capital Improvements: any improvements or alterations or modifications other than ordinary maintenance or repair of the Improvements, including capital improvements and structural alterations, modifications or improvements, or one or more additional structures annexed to any portion of any of the Improvements, or the expansion of existing improvements, which are constructed on any parcel or portion of the Land, during the Term, including construction of a new wing or new story, all of which shall constitute a portion of the Improvements and the Premises hereunder. Cash: Cash and cash equivalents and all instruments evidencing the same or any right thereto and all proceeds thereof. Casino: means The Meadows Racetrack & Casino, located at Washington, Pennsylvania. Casualty Event: any loss of title or any loss of or damage to or destruction of, or any condemnation or other taking (including by any governmental authority) of, any portion of the Premises for which Lessee receives cash insurance proceeds or proceeds of a condemnation award or other similar compensation (excluding proceeds of business interruption insurance). Casualty Event shall include, but not be limited to, any taking of all or any part of the Premises, in or by condemnation or other eminent domain proceedings pursuant to any Legal Requirements, or by reason of the temporary requisition of the use or occupancy of all or any part of the Premises by any Governmental Authority. Change in Control: (i) any Person or group (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended from time to time, and any successor statute), (a) shall have acquired direct or indirect beneficial ownership or control of fifty percent (50%) or more on a fully diluted basis of the direct or indirect voting power in the Equity Interests of Lessees Parent entitled to vote in an election of directors of Lesse
Definitions from Amended and Restated
THIS AMENDED AND RESTATED 9% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE of Galena Biopharma, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the "Debenture") is issued pursuant to the Purchase Agreement (as defined below). The date of this amendment and restatement is August 22, 2016.
Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Debenture, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:"Account" shall have the meaning set forth in Section 6(b)."Advance Date" shall have the meaning set forth in Section 4(a)(i)(B)."Agent" means JGB Collateral LLC, a Delaware limited liability company. "Applicable Interest Rate" means an annual rate equal to nine percent (9%). "Bankruptcy Event" means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant Subsidiary thereof, (b) there is commenced against the Company or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within sixty (60) days after commencement, (c) the Company or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment, (e) the Company or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing, or (h) the Company or any Significant Subsidiary admits in writing its inability, or is otherwise unable, to pay its debts generally as they become due."Beneficial Ownership Limitation" shall have the meaning set forth in Section 4(h). "Bloomberg" means Bloomberg, L.P."Board of Directors" means the board of directors of the Company."Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close."Buy-In" shall have the meaning set forth in Section 4(e)."Cash Equivalents" means the Investments described in clause (a) of the definition of "Permitted Investments.""Cash On Hand" means, with respect to the Company, at any time, the sum of (a) all cash and Cash Equivalents held in the Account plus (b) all other cash and Cash Equivalents held by the Company and its Subsidiaries on a consolidated basis, provided that such cash and Cash Equivalents are not subject to any encumbrance or restriction of any kind."Change of Control Transaction" means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company, (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three (3) year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above."Common
Definitions from Amended and Restated Agreement
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 9, 2016 (this Agreement), is entered into by and between Caesars Acquisition Company, a Delaware corporation (CAC), and Caesars Entertainment Corporation, a Delaware corporation (CEC).
Definitions. As used in this Agreement, the following terms have the following meanings: 105 Injunction Order means the order granting plaintiffs emergency motion for temporary restraining order and preliminary injunction (Docket No. 275 in Caesars Entertainment Operating Company, Inc. v BOKF, N.A., 15-149, pending in US Bankr. Court for N.D. Ill.) or any other order of the Bankruptcy Court or any other court of competent jurisdiction temporarily enjoining all or some of the Caesars Cases on terms and conditions acceptable to each of CEC and CAC; provided, however, that if any Caesars Cases are not temporarily enjoined in any such order(s), a 105 Injunction Order shall be deemed in effect for such Caesars Cases for so long as the plaintiffs that are not temporarily enjoined shall have agreed to stay such Caesars Cases. Acquisition Agreement has the meaning assigned in Section 5.7(c). Acquisition Proposal means, with respect to either Party, other than the transactions contemplated by this Agreement or the RSAs or the Call Right (as such term is defined in the Governing Documents of CAC and Growth), any offer, proposal or inquiry relating to, or any third party indication of interest in, (a) any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets of such Party and its Subsidiaries (including stock of such Partys Subsidiaries), taken as a whole, or 20% or more of any class of equity or voting securities of such Party or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of such Party and its Subsidiaries (including stock of such Partys Subsidiaries), taken as a whole, (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party (or the stockholders of such third party) beneficially owning 20% or more of any class of equity or voting securities of such Party or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of such Party and its Subsidiaries (including stock of such Partys Subsidiaries), taken as a whole, or (c) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving such Party or any of its Subsidiaries whose assets, individually or in the aggregate, constitute more than 20% of the consolidated assets of such Party and its Subsidiaries (including stock of such Partys Subsidiaries), taken as a whole. Adjustment Date means the earlier of (a) date on which the CAC Special Committee and the CEC Special Committee agree in writing as to the Exchange Ratio, as provided in Section 3.1(a), and (b) the sixth (6th) Business Day following the date on which the Adjustment Period ends. Adjustment Deadlock has the meaning assigned in Section 3.1(b). Adjustment Period has the meaning assigned in Section 3.1(a). Adverse Recommendation Change has the meaning assigned in Section 5.7(f). Affiliate means, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person. For purposes of this definition, (a) with respect to CEC, the term Affiliate shall not include CAC or any of its direct or indirect Subsidiaries and (b) with respect to CAC, the term Affiliate shall not include CEC or its direct or indirect controlled Subsidiaries. Agreement has the meaning assigned in the Preamble. Bankruptcy Code means title 11 of the United States Code, as now in effect or hereafter amended. Bankruptcy Court means the United States Bankruptcy Court for the Northern District of Illinois. Benefit Arrangement means, with respect to any Person, each employee benefit plan (within the meaning of section 3(3) of ERISA), and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation, health and welfare, supplemental retirement benefits, paid time-off benefits and all other employee benefit or compensation plans, agreements, programs, policies or other arrangements, and any amendments thereto, whether or not subject to ERISA and whether or not in writing, (a) under which any Employee of such Person or any of such Persons current or former directors, agents, or independent contractors, has any present or future right to benefits, (b) sponsored or maintained by such Person or such Persons Subsidiaries (including an ERISA Affiliate), or (c) under which such Person or such Persons Subsidiaries (including an ERISA Affiliate) has had or may have any present or future liability, contingent or otherwise, to any Employee of such Person or any of such Persons current or former directors, agents, or independent contractors. Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York, New Yo