Defined Term Section Company Stockholder Approval Section 4.05(a) Company Stockholders Recitals Company Stockholders’ Meeting Section 6.04(b) Company Tax Opinion Section 7.03(e) Confidentiality Agreement Section 6.05 D&O Insurance Section 6.08(b) DGCL Recitals DOJ Section 6.09(b) DOL Section 4.12(b) DTC Section 3.02(c) Effective Time Section 2.03 ERISA Section 4.12(a) ERISA Affiliate Section 4.12(e) Exchange Agent Section 3.02(a) Exchange Fund Section 3.02(a) Exchange Ratio Section 3.01(b) Foreign Corrupt Practices Act Section 4.24(a) Foreign Plans Section 4.12(a) Form S-4 Section 5.06(b) FTC Section 6.09(b) Indemnified Party Section 6.08(a) Intervening Event Section 6.06(e) IRS Section 4.12(b) Letter of Transmittal Section 3.02(c) Material Contract Section 4.17(a) Maximum Amount Section 6.08(b) Merger Recitals Merger Consideration Recitals Merger Shares Section 3.01(b) Merger Sub Preamble Notice Period Section 6.06(d) OFAC Section 4.24(a) Outside Date Section 8.01(b) Parent Preamble Parent Common Stock Recitals Parent Financial Statements Section 5.03(a) Parent Preferred Shares Section 4.04(a) Parent Tax Opinion Section 7.02(e) PBGC Section 4.12(b) Permits Section 4.07(b) Plan Section 4.12(a) Proxy Statement Section 4.25 Surviving Corporation Recitals Termination Date Section 8.01 Uncertificated Company Shares Section 3.02(c)
DEFINITION OF EMPLOYEE STATUS 8.01 The status of all employees covered by this agreement shall be defined under one of the following three definitions.
Definition of Employee 2.01 The term "employee" as used in and for the purpose of this Agreement shall include those employees of the Company at and from the Company's present or relocated premises for which the Union is certified, except those employees excluded by the Labour Relations Code of British Columbia.
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.
Definition of Employees a) A Full-Time Employee is a person employed by the Day Care who regularly works the full time hours as specified in Article 17.
Definition of Bargaining Unit Where the words “bargaining unit” or “union” are used in this Agreement, such reference shall be deemed to mean COPE Local 378 members employed by the Employer and covered by the certificate referred to in Section 1.01 of this Agreement.
Employee Definitions A Regular Full-Time Employee is an employee who is employed on a full-time basis of 35, 37½, 40 or such other number of weekly hours as is recognized in the Collective Agreement as normal for a particular class of positions, for an indefinite period of time.
Term Section End Date 9.1(b)(i) Enforceability Exceptions 3.2(a) Equity Commitment Letter 4.6(a) Equity Financing 4.6(a) Expense Reimbursement 9.3(c) Fairfax . Recitals Financing Commitment Letters 4.6(a) FSC Certification 3.15(a) Guaranteed Obligations 10.11(a) Guarantors 10.11(a) Leased Real Properties 3.14(a) Material Customer 3.23(a)(viii) Material Supplier 3.23(a)(viii) Merger Recitals Merger Amounts 4.6(a) Merger Consideration Recitals Merger Sub Preamble New Benefit Plans 6.3(b) No-Action Letter 1.1 Non-Recourse Party 10.15 Non-U.S. Company Plan 3.20(a) Owned Real Property 3.14(b) Parent Preamble Parent Parties Preamble Parent Related Parties 9.3(f)(i) Parent Termination Fee 9.3(d) Parties Preamble Party Preamble Paying Agent 2.8(a) Payment Fund 2.8(a) Payroll Agents 2.10(f) Premium Cap 6.2(c) Proxy Statement 3.9 Real Property Leases 3.14(a) Registered Intellectual Property 3.17(a) Representatives 7.6(a) Section 409A 2.10(f) SFI Certification 3.15(a) Solvent 4.7 Substitute Debt Financing 7.3(b) Surviving Corporation 2.1 Upfront Per Share Merger Consideration Recitals U.S. Company Plan 3.20(a) Vice President/General Manager Level 5.1(i) Voting and Support Agreement Recitals WARN 3.21(e) Water Rights 3.15(a)
Definition of Change in Control For purposes of the Agreement, a “Change in Control” shall mean the occurrence of any one of the following events:
Definition of Good Reason For purposes hereof, “Good Reason” shall mean:
