These excerpts taken from the CEG 8-K filed Feb 4, 2010.
(1) Affiliate means, with respect to a Person, any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. For this purpose, control means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power. Neither the Class B Member nor any Affiliate or Subsidiary of the Class B Member shall be an Affiliate of the Company by virtue of its ownership of the Class B Membership Units.
(2) Engagement Agreement means the Services and Indemnity Agreement, dated as of February 4, 2010, by and among the Class A Member, the Class B Member, and Global Securitization Services, LLC, a Delaware limited liability company.
(3) Immediate Family means, as to any natural person, such persons spouse, son, daughter, father, mother, brother, sister, son-in-law, daughter-in-law, father-in-law, mother-in-law, brother-in-law and sister-in-law.
(4) Independent Director means a natural person who, (i) is not a stockholder or other equity interest holder (whether direct, indirect or beneficial), significant customer, advisor, service provider or supplier, or an officer, director, or stockholder of any stockholder, other equity interest holder, significant customer, advisor, service provider or supplier, of any of BGE or any of its Affiliates, or a Member or any of its Affiliates (provided that indirect stock or other equity interest ownership of any such Person through a mutual fund or similar diversified investment pool shall be permitted); (ii) is not and has not been at any time in the past, an officer, manager (other than an independent manager of a special purpose entity), employee or director (other than an independent director of a special purpose entity) of the Class A Member or any of its Subsidiaries; (iii) is not a member of the Immediate Family of a Person referred to in clauses (i) and (ii); (iv) is not a trustee, conservator or receiver of the Class A Member or any of its Affiliates; and (v) has prior experience as an independent director or manager for a corporation or limited liability company involved in one or more ring-fencing transactions or securitizations, the charter documents of which require the unanimous written consent of all independent directors or managers thereof before such corporation or limited liability company is authorized to consent to the institution
of bankruptcy or insolvency proceedings against it or to file a petition seeking relief under any applicable federal or state law relating to bankruptcy.
(5) Person means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.
(6) Subsidiary of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
(b) Rules of Construction. Unless a clear contrary intention appears: (i) the singular number includes the plural number and vice versa; (ii) reference to either gender includes the other gender; (iii) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (iv) the words hereunder, hereof, hereto, and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof; (v) the words include, includes and including shall be deemed to be followed by the phrase without limitation; (vi) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time; and (vii) headings to Articles, Sections, and Schedules are for convenience only and do not affect the interpretation of this Agreement.
Section 1.1 Definitions and Rules of Construction. All references herein to this Agreement are to this Purchase Agreement, as it may be amended, supplemented or otherwise modified from time to time. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Operating Agreement. The words include and including shall be deemed to be followed by the phrase without limitation. The terms herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All section, paragraph, clause, exhibit or Schedule references not attributed to a particular document
This excerpt taken from the CEG 10-Q filed May 8, 2009.
(i) Cause will mean: (A) your conviction of a felony involving moral turpitude or misappropriation of property of the Company; (B) your engaging in conduct or activities that constitutes disloyalty to the Company and such conduct or activities are materially damaging to the property, business or reputation of the Company; (C) your failure or refusal to comply with any written direction of the board of directors of the Company or a more senior executive of the Company; (D) your embezzlement of Company funds or your knowing, and with intent, unlawful appropriation of any corporate opportunity of the Company; (E) your willful misconduct or gross negligence in the performance of your duties to the Company that has or could reasonably be expected to have an adverse effect on the Company; or (F) your material breach of this letter agreement or any other agreement with the Company, or a material violation of the Companys code of conduct or other written policy. Any determination of Cause by the Company will be made by a resolution approved by a majority of the members of the Companys board of directors, provided that no such determination may be made until you have been given written notice detailing the specific Cause event and a period of thirty (30) days following receipt of such notice to cure such event (if susceptible to cure). Notwithstanding anything to the contrary contained herein, your right to cure will not apply if there are habitual or repeated breaches by you.
(ii) Good Reason will mean the occurrence of any of the following events, without your express written consent, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by you to the Company that you intend to terminate your employment hereunder for
one of the reasons set forth below: (A) a material diminution in your base salary; (B) a material diminution in your duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law); provided that for purposes of this clause (B), a reduction of your duties, authorities or responsibilities solely as a result of the Company ceasing to be a publicly traded corporation will not constitute Good Reason hereunder; and provided, further, that if you are promoted to a more senior financial position with the Company, any material diminution in your duties, authorities or responsibilities associated with such more senior financial position with the Company will constitute Good Reason hereunder; (C) a relocation of your primary work location by more than fifty (50) miles from its then current location; or (D) the Companys material breach of this letter agreement. You must provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the first occurrence of such circumstances.
These excerpts taken from the CEG 8-K filed Jun 30, 2008.
Definitions. Capitalized terms used in this Replacement Capital Covenant (including the Recitals) have the meanings set forth in Schedule I hereto.
(a) The Indenture is hereby amended to add a definition of Pari Passu Securities after the definition of Outstanding in Section 1.01 of the Indenture to read as follows:
Pari Passu Securities means: (i) indebtedness and other securities that, among other things, by its terms ranks equally with the Securities of any series in right of payment and upon liquidation; and (ii) guarantees of indebtedness or other securities described in clause (i), and
(iii) trade accounts payable and accrued liabilities arising in the ordinary course of business of the Corporation, with respect to the Securities of any series.
(b) The Indenture is hereby amended to add a definition of Person after the definition of Outstanding in Section 1.01 of the Indenture to read as follows:
Person means a legal person, including any individual, corporation, association, bank, company, limited liability company, joint stock company, statutory trust, estate, partnership, joint venture, unincorporated association or government, or any agency or political subdivision thereof or any other entity of whatever nature.
(c) The Indenture is hereby amended to add a definition of Senior Indebtedness after the definition of Securityholder in Section 1.01 of the Indenture to read as follows:
Senior Indebtedness, when used with respect to the Corporation, means all of the Corporations obligations whether presently existing or from time to time hereafter incurred, created, assumed or existing, to pay principal, premium, interest, penalties, fees and any other payment in respect of any of the following:
(a) obligations for borrowed money, including without limitation, such obligations as are evidenced by credit agreements, notes, debentures, bonds or other securities or instruments;
(b) capitalized lease obligations;
(c) all obligations of the types referred to in clauses (a) and (b) above of others which the Corporation, has assumed, endorsed, guaranteed, contingently agreed to purchase or provide funds for the payment of, or otherwise becomes liable for, under any agreement; or
(d) all renewals, extensions or refundings of obligations of the kinds described clauses (a), (b) or (c) above.
unless, in the case of any particular obligation, indebtedness, renewal, extension or refunding, the instrument creating or evidencing the same or the assumption or guarantee of the same provides that such obligation, indebtedness, renewal, extension or refunding is not superior in right of payment to or is pari passu with the Securities; and provided further that trade accounts payable and accrued liabilities arising in the ordinary course of business shall not be deemed to be Senior Indebtedness.
This excerpt taken from the CEG 8-K filed Nov 1, 2007.
. Definitions. (a) As used in this Confirmation, the following terms shall have the following meanings:
10b-18 VWAP means, (A) for any Trading Day described in clause (x) of the definition of Trading Day hereunder, the volume-weighted average price at which the Common Stock trades as reported in the composite transactions for the principal United States securities exchange on which such Common Stock is then listed (or, if applicable, the Successor Exchange on which the Common Stock has been listed in accordance with Section 7.02(b)), on such Trading Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Trading Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Trading Day and ten minutes before the scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Trading Day that do not satisfy the requirements of Rule 10b-18(b)(3), as determined in good faith by the Calculation Agent, or (B) for any Trading Day that is described in clause (y) of the definition of Trading Day hereunder, an amount determined in good faith by the Calculation Agent as 10b-18 VWAP. The Purchaser acknowledges that the Seller may refer to the Bloomberg Page CEG.N <Equity> AQR SEC (or any successor thereto), in its judgment, for such Trading Day to determine the 10b-18 VWAP.
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