Definitions and Related Matters 1 Section 1.1
Definition of Rent All costs and expenses which Tenant assumes or agrees to pay to Landlord under this Lease shall be deemed additional rent (which, together with the Base Rent is sometimes referred to as the "Rent"). The Rent shall be paid to the Building manager (or other person) and at such place, as Landlord may from time to time designate in writing, without any prior demand therefor and without deduction or offset, in lawful money of the United States of America.
Definitions Generally Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. When used herein:
Definition of Change in Control For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:
Notification and Determination of Additional Costs Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.
Definition of Good Reason For purposes hereof, “Good Reason” shall mean:
Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation By entering into this Agreement and accepting the Performance Stock Units evidenced hereby, the Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the Award does not create any contractual or other right to receive future grants of Awards; (iii) that participation in the Plan is voluntary; (iv) that the value of the Performance Stock Units is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (v) that the future value of the Common Stock is unknown and cannot be predicted with certainty.
Change in Control Definition For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events, provided that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii): (i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company or (2) any acquisition by any entity pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition; or (ii) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or (iii) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two (2) conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, fifty percent (50%) or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or (iv) the liquidation or dissolution of the Company.
Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)
Other Definitional Provisions and Rules of Construction A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.
