Definitions

Definitions. (b) "Territory" shall mean the countries of Kingdom of Saudi Arabia and any other countries mutually agreed upon in writing. (c) "Trademarks" shall mean those trademarks and trade names, whether registered in the Territory or not, labeling, trade dress, logos, tag lines, packaging and devices which are owned by, licensed or assigned to BIOSHAFT and which are applied to or used with the Products by BIOSHAFT.

Definitions. Unless otherwise defined herein, capitalized terms used in this Waiver shall have the meanings ascribed to such terms in the Intercreditor Agreement, or if not defined therein, shall have the meanings ascribed to such terms in the Credit Agreement.

Definitions. When used in this Security Agreement, the following terms have the following respective meanings: "Collateral" has the meaning given to that term in Section 2 hereof. "Obligations" means all loans, advances, debts, liabilities and obligations, howsoever arising, owed by Company to Collateral Agent and the Purchasers of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), now existing or hereafter arising under or pursuant... to the terms of the Notes and the other Loan Documents, including, all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U.S.C. Section 101 et seq. ), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding. "Person" means and includes an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority. "UCC" means the Uniform Commercial Code as in effect in the Commonwealth of California from time to time. All capitalized terms not otherwise defined herein shall have the respective meanings given in the Purchase Agreement. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC. View More

Definitions. Affiliate has the meaning ascribed to such term in Section 12 of the Exchange Act; provided, that, the existence of a management contract primarily for operational services provided by the Company or an Affiliate of the Company shall not be deemed to be control by the Company or such Affiliate, as the case may be.

Definitions. Terms for which meanings are provided in the Indenture are, unless otherwise defined herein or the context otherwise requires, used in this First Supplemental Indenture with such meanings.

Definitions. Terms for which meanings are provided in the Note Purchase Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings.

Definitions. Terms defined in the Purchase Agreements, as amended hereby, and not otherwise defined herein are used herein as so defined.

Definitions. As used in this Agreement, the following defined terms shall have the meanings set forth below: "Affiliate" means with respect to a Party, any corporation or other entity that now or hereafter is controlled by or is under common control with such Party directly or indirectly through one or more intermediaries; provided, however, in connection with, or subsequent to, any Change of Control, no additional corporation or entity shall become an Affiliate based solely on being under common control... with such Party. For the purpose of this definition, "control" means the direct or indirect ownership of more than 50% of the outstanding voting securities of the legal entity, the right to receive more than 50% of the profits or earnings of the legal entity, or the right to direct the policy decisions of the legal entity. Notwithstanding the foregoing, in any jurisdiction where local law shall not permit foreign equity participation of at least 50%, then "control" shall mean the maximum percentage of such outstanding stock or rights permitted by such local law. For avoidance of doubt, an entity ceases to be an Affiliate on the date it ceases to satisfy the foregoing definition of an Affiliate to a Party. For purposes of clarity, the Affiliates of Source Photonics as of the Effective Date include Source Photonics USA, Inc., Source Photonics Taiwan, Inc., Source Photonics Santa Clara, Inc., Source Photonics, LLC, Source Photonics (Shenzhen) Company, Ltd., Source Photonics (Chengdu) Company, Ltd., Source Photonics Holdings, Ltd., and Source Photonics (Macao Commercial Offshore) Ltd. and any entity controlled by, as such term is used in the definition of Affiliate above, one of the foregoing entities. For purposes of this Agreement, MRV will not be considered an Affiliate of Source Photonics and Source Photonics will not be considered an Affiliate of MRV. "Change of Control" means any transaction or event (or series of transactions or events), whether by an acquisition of securities, merger, consolidation, proxy contest, sale of all or substantially all of a Party's assets, or other transaction or event (or series of transactions or events), that results in a Party not being controlled, directly or indirectly, by a party (whether alone or with others) that controlled such Party before such transaction or event (or series of transactions or events), whether or not such Party survives such transaction or event (or series of transactions or events). For the sole purpose of this definition and Article 8, "control" means possession of, or the power or right to acquire possession of, directly or indirectly, the power to direct or cause the direction of the management, business affairs or policies of such Party (whether through ownership of securities, partnership or other ownership interests, by contract or otherwise). For clarity, a restructuring or reorganization of a Party that does not result in a change in control of such Party shall not be deemed to be a Change of Control of such Party. Confidential 2 Notwithstanding the foregoing, the initial public offering of a Party, whether in the United States or outside the United States, shall not constitute a Change of Control under this Agreement. "Effective Date" has the meaning ascribed thereto in the preamble of this Agreement. "Existing Product" means any product that, as of the Effective Date, is made or sold by (i) Source Photonics, (ii) the Affiliates of Source Photonics as of the Effective Date, (iii) Finisar, or (iv) the Affiliates of Finisar as of the Effective Date. "Finisar Licensed Patents" means each patent asserted by Finisar in the Litigation or licensed to Fiberxon in the Fiberxon License, as well as each U.S. or foreign patent in the same Patent Family of the foregoing whenever issued. "Source Photonics Licensed Patents" means U.S. Patent Nos. 7,200,336 and 7,650,077, as well as each U.S. or foreign patent in the same Patent Family of the foregoing whenever issued. "Patent Family" means (i) a specified patent, (ii) the patent(s) issuing from a specified patent application (including a provisional application), and (iii) any and all patents issuing from patent applications filed either from such patents, patent applications or provisional applications or from an application claiming priority from any of the foregoing, including, without limitation, substitutions, extensions, reissues, renewals, reexaminations, divisionals, continuations, continuations-in-part, requests for continued examination, and continued prosecution applications with respect to such specified patent or patent application, as well as all corresponding patents issued in countries other than the country or jurisdiction associated with any of the foregoing. "Grantee" means Finisar or Source Photonics, as the case may be, as the Party to which licenses and other rights are granted hereunder. "Grantor" means Finisar or Source Photonics, as the case may be, as the Party granting (on behalf of itself and its Affiliates) licenses and/or other rights hereunder. "Grantor Licensed Patents" means Finisar Licensed Patents or Source Photonics Licensed Patents, as the case may be. "Licensed Products" means any optoelectronic device, such as a transceiver, transponder, or other devices with similar functionality, which for purposes of the licenses and other rights granted to Finisar, Source Photonics, and their respective Affiliates include, but are not limited to, all products accused of infringing any patent in the Court Action. "Licensed Revenue Cap" means the Revenue generated by a Grantee and its Affiliates from the sale of Licensed Products in the most recently completed twelve (12) month period ending on the last day of the last full month preceding a Change of Control of such Grantee. Commencing on the first day of the first full month after the Change of Control and at each successive anniversary thereof during the term of this Agreement, the Licensed Revenue Cap for the upcoming twelve (12) full-month period shall be increased by 20% above the cap applicable Confidential 3 to the immediately preceding twelve (12) full-month period. To the extent any such upcoming twelve (12) full-month period exceeds the term of this Agreement, the Licensed Revenue Cap applicable to the remaining term of the Agreement shall be reduced pro rata to the proportion of the upcoming twelve (12) full-month period that is within the term of this Agreement. "Past Damages" means any and all damages that have accrued or resulted as of the Effective Date on account of any and all patent infringement by any Licensed Product that has been made, used, sold, offered for sale, imported, or distributed by Finisar, Source Photonics, or their respective Affiliates as of the Effective Date of this Agreement. "Revenue" means the gross amount received on all sales of Licensed Products by Grantee or assignee, as the case may be, and, as applicable, its Affiliates, less the following items: (i) trade, quantity, and cash discounts or rebates actually allowed and taken and any adjustments thereto, including, without limitation, those granted on account of price adjustments, billing errors, rejected goods, damaged goods, and recall returns; (ii) credits, refunds, rebates, charge-backs, prime vendor rebates, fees, reimbursements, or similar payments granted or given to wholesalers and other distributors, and buyer groups; (iii) any tax, tariff, customs duties, excise, or other duties or governmental charges (other than an income tax) levied on the sale, transportation, or delivery of a Licensed Product and borne by the seller thereof; (iv) payments or rebates paid in connection with sales of Licensed Products to any governmental or regulatory authority in respect of any state or federal payment or reimbursement scheme or similar program; and (v) any charge for freight, insurance, or other transportation costs borne by the seller. For purposes of determining Revenue, a sale shall be deemed to have occurred when payment has been received. With respect to sales through agents, the gross amount received shall be the greater of the amount received by the Grantee or assignee, as the case may be, and, as applicable, its Affiliates, and/or the agent for each given unit of the Licensed Products. With respect to sales of Licensed Products for which there is no distinct invoice (e.g., for Licensed Products that are sold and/or used as part of a larger product), the Revenue shall be the average sales price of such Licensed Product when sold separately, multiplied by the number of applicable units sold. View More

Definitions. As used above and in this Subordination Agreement, the following terms shall have the meanings ascribed to them below:

Definitions. (a) Domain Match Link: the Search Box, Hyperlinks and/or URL of a Mapped Domain to the extent that Yahoo! agrees to receive Queries from such Links on the Mapped Domains and Landing Pages. (b) Domain Match Results: the content of Advertisers served from Yahoo!'s paid marketplace databases in response to Queries from Landing Pages or in response to the URL of certain Mapped Domains, which responses are provided for display as sponsored listings. Domain Match Results do not... include Web Search Results. (c) Domain Results Page: a webpage that displays Domain Match Results. (d) Landing Pages: the webpages hosted by Publisher that display Search Boxes and/or Hyperlinks, as shown in the mockups. (e) Mapped Domains: all of the domain names owned, operated or registered by Publisher that have been submitted by Publisher to qualify to receive Domain Match Results and that have been approved by Yahoo! to display Domain Match Results, provided such domain names do not violate the policies stated below. View More