Definitions

Definitions. Capitalized terms and expressions in this Agreement shall have the same meaning as ascribed to such terms and expressions in the glossary (the "Glossary") attached hereto as Schedule 1. This Agreement, including the recitals, the Schedules and each instrument delivered by any Party pursuant to its terms shall form a single agreement.

Definitions. As used herein, the following terms shall have the meaning described for each term unless expressly indicated in the context that such term shall mean otherwise: SD Group Companies: SanDisk Corporation and the companies that SanDisk Corporation holds 50% or more of the voting shares. Termination Event: Any or all of the events stipulated in Article 26, Paragraph 1. Certificate of Lease: The certificate of acceptance on lease of the Property issued for each Individual Transaction pursuant to... Article 4, Paragraph 4, in the form described in Attachment 2. Liquidated Damages: The amount calculated at any date in respect of each Tranche in accordance with Section 9 of Attachment 1. Taxes and Public Dues: Taxes, levies, withholding charges, fees, duties, contributions, and any other money (without regard to the name) that may be currently or in the future charged by the tax authorities or other government body (whether domestic or foreign), and penalties, fines, surcharges, delinquency charges and arrear of interest (without regard to the name) relating thereto. Bank Business Day: The day the banks are open for the business in Japan. Purchase Option Exercise Price: The amount calculated for each Tranche with respect to each Lease Fees Payment Date pursuant to Section 6 of Attachment 1. Individual Transaction: Each individual transaction made in accordance with this Agreement and each Certificate of Lease. Original Purchase Agreement: Each purchase agreement executed between the Lessee and the Property Manufacturer concerning the purchase of the Property. Sub-lessee: Any person who receives sublease pursuant to Article 13. Standard Redemption Price: The price calculated for the return date stipulated in Article 25, paragraph 1, pursuant to Section 8 of Attachment 1. Performances: Performance, structure, design, design specification, utility value, exchange value, efficacy, salability, merchantability, durability, operation ability, suitability for use, lawfulness, or any other performance, function, characteristic, value and effect of the Property. Total Loss Event: (a) Extinguishment or loss of knowledge of whereabouts, (b) damage or breakdown for which repair or reuse is economically impossible as reasonably determined by the Lessors and so confirmed by the appraisal service appointed by the Lessors, or (c) seizure, expropriation or robbery caused to the Property, Unit Component or any Parts consisting thereof. Losses: Losses, damages, costs, fees, charges, liabilities, obligations, responsibilities, compensations, penalties, delinquency charges, invoices, and litigations. Unit Component: Each set of objects listed as an independent item in the Certificate of Lease for each Property (including the Parts fixed or installed in such object). Toshiba Lessors RA: Sumisho Lease Co., Ltd., which represents Toshiba Lessors with respect to the portion of the Property jointly owned by Toshiba Lessors in case of the return, sale or other type of disposal of the Property under the power of attorney stipulated in Article 4, Paragraph 2, of the Relevant Parties Agreement. Toshiba Group Companies: Toshiba Corporation and the companies that Toshiba Corporation holds 50% or more of the voting shares. Tranche: Collective term for SD Tranche 1, SD Tranche 2, Toshiba Tranche 1 and Toshiba Tranche 2, which are established for the Lease Fees and/or other liabilities hereunder pursuant to Article 7, Paragraph 1. Delivery Period: The period from execution of this Agreement to the date stipulated in Section 1 of Attachment 1 as the last possible date for delivery. Delivery Location: The place in Japan where the Property or each Unit Component is located on the Scheduled Delivery Date as notified to the Lessors by the Lessee by the day immediately prior to each Scheduled Delivery Date. Delivery Date: Each date that each of Unit Component included in the Property has been delivered pursuant to Article 4. Scheduled Delivery Date: Each date stipulated as the scheduled delivery date for each Individual Transaction in Section 1 of Attachment 1 or any other Bank Business Day during the Delivery Period that is agreed between the Lessee and the Lessors. Guaranteed: Any or all of the Lessors, Borrower, Lender, and successors, directors, employees, or attorneys of such persons. Encumbrances: Ownership, right of possession (senyu ken), lease as lessee (chinchaku ken), lease as lessor, mortgage, pledge, right of retention (ryuchi ken), lien (sakidoritokkenn), mortgage by transfer (joto tanpo ken), any right attached by any of the foregoing as conditions, option for the foregoing, any and all other usufructurary rights and security rights, and rights under attachment or provisional attachment. Property Purchase Price: The purchase price determined for the Property or each Unit Component pursuant to Article 3, Paragraph 1, of the Sales Agreement. Property Manufacturer: The party indicated in the "Manufacturer" section of the property list attached to the Certificate of Lease. Event of Default: Termination Events or events that constitute the Termination Events subject to notice, lapse of time or other conditions. Break Funding Cost: Any damages and costs borne by each of the Lessors in case of nonperformance or early termination of the Lease hereunder. The amount shall be calculated as the compensation, penalty, or other monies charged by the Lender to the Borrower under the Loan Agreement with respect to nonperformance or prepayment thereupon. Return Adjustment: The amount calculated under Section 7 of Attachment 1 with respect to the return date stipulated in Article 25, Paragraph 1. Lender: The person indicated in Section 11 of Attachment 1. Loan Agreement: The Credit Line Agreement executed on the even date with this Agreement between the Borrower and the Lender and the Acceptance of Liabilities and Repayment Agreement relating thereto. Borrower: The person indicated in Section 12 of Attachment 1. Relevant Parties Agreement: The agreement executed on the even date with this Agreement among the Lender, Lessors and the Borrower concerning the priority and subordination between this Agreement and the Preliminary Property Mortgage Agreement and the like. Relating Agreements: This Agreement, Sales Agreement, Credit Purchase Agreement, Relevant Parties Agreement, Loan Agreement, Agreement for Assignment of Claim for Security, Preliminary Property Mortgage Agreement, Administration Service Agreement, Guaranty Agreement, Letter of Consent, and any other agreement and documents relating thereto. Agreement for Assignment of Claim for Security (honken saiken joto tanpo keiyaku): The Basic Agreement for Assignment of Claim for Security executed on the even date with this Agreement between the Borrower and the Lender concerning (i) the credit relating to Toshiba Tranche 1 hereunder and (ii) the claim for performance of guaranty in connection with the credit relating to Toshiba Tranche 1 hereunder based on the Toshiba Guaranty Agreement, and each individual agreement based thereon. Credit Purchase Agreement: The Basic Lease Credit Purchase Agreement executed on the even date with this Agreement between the Toshiba Lessors and the Borrower concerning (i) the credit relating to Toshiba Tranche 1 hereunder and (ii) the claim for performance of guaranty in connection with the credit relating to Toshiba Tranche 1 hereunder based on the Toshiba Guaranty Agreement, and each individual agreement based thereon. Administration Service Agreement: The Administration Service Agreement executed on the even date with this Agreement between the Lessors and the Administration Service Operator. Administration Service Operator: The person indicated in Section 14 of Attachment 1. Letter of Consent: The letter of consent by Toshiba and the Lessee in the designated form concerning the assignment of claim under the Agreement for Assignment of Claim for Security and the establishment of the right to complete the assignment of property under the Agreement for Assignment of Property for Security. Purchase Agreement: The Basic Purchase Agreement executed on the even date with this Agreement between the Lessee and the Lessors concerning the Property, and each individual agreement based thereon. Property: With respect to each Individual Transaction, each Unit Component (including the Parts) that is identified and notified to the Lessors by the Lessee pursuant to Article 4, Paragraph 1, of the Purchase Agreement, and confirmed by the Certificate of Assignment, Certificate of Receipt and the Certificate of Lease; provided, however, that in the event any part of the Unit Component is excluded from this Agreement due to the Total Loss Event or exercise of a purchase option, the remaining part of the Unit Component shall constitute the Property. Preliminary Property Mortgage Agreements (honken bukken joto tanpo yoyaku keiyaku): The collective term for the Basic Agreement for Assignment of Property for Security of the Lessor's Claim (kihon lessor bukken joto tanpo yoyaku keiyakusho) executed on the even date with this Agreement between Toshiba Lessors and SD Lessor concerning the portion of the Property jointly owned by the Toshiba Lessors and each individual agreements based thereon (the "Agreement for Assignment of Property for Security of the Lessor's Claim"), and the Basic Agreement for Assignment of Property for Security of the Lender's Claim (kihon lender bukken joto tanpo yoyaku keiyakusho) executed on the even date with this Agreement between the Lessors and the Lender concerning the Property and each individual agreement based thereon (the "Agreement for Assignment of Property for Security of the Lender's Claim "). Parts: Equipment and parts forming the Unit Component, and equipment, accessories, attachments, and parts installed or attached from time to time to the Property (including single item and a group of similar items). Guaranty Agreements: The collective term for the Guaranty Agreement executed on the even date with this Agreement between Toshiba Corporation as the Guarantor and Toshiba Lessors ("Toshiba Guaranty Agreement"), and the Guaranty Agreement executed on the even date with this Agreement between SanDisk Corporation as the Guarantor and SD Lessor ("SD Guaranty Agreement"). Guarantors: Collective term for the persons described in Section 13 of Attachment 1. Loan: Total amount of the loan principals at any time lent by the Lender to the Borrower under the Loan Agreement. Approved Encumbrances: The encumbrances excluded under Article 18, Paragraph 1. Lease Term: The term commencing on the Delivery Date as stipulated in Section 2 of Attachment 1; provided, however, that in the event this Agreement is prematurely terminated, such term shall expire on the termination date. Lease Expiration Date: The last date of the Lease Term. Lease Fees: The lease fees determined under Section 3 of Attachment 1 for each Tranche with respect to each Unit Component. Lease Fees Calculation Period: The period stipulated in Section 5 of Attachment 1. Lease Fees Payment Date: The date stipulated in Section 4 of Attachment 1. View More

Definitions. The following terms used in this Agreement shall have the following respective meanings: (a) "Environmental Laws" means all Applicable Laws in Japan, including, but not limited to, the Soil Contamination Control Law (Dojyouosen Taisaku Ho, Law No. 53 of 2002), now or hereafter in effect relating to the protection of human health, safety, and the environment from emissions, discharges, releases or threatened releases of pollutants, contaminants (chemical or industrial), toxic or Hazardous... Substances or wastes into the environment (including, ambient air, soil, surface water, ground water, wetlands, land or subsurface strata), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling or investigation or remediation of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes. (b) "Hazardous Substances" means petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, radioactive materials, asbestos or asbestos-containing CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 1 materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, lead or lead-containing materials, polychlorinated biphenyls; and any other chemicals, materials, substances or wastes in any amount or concentration which are now or hereafter become defined as or included in the definition of "hazardous substances," "hazardous materials," "hazardous wastes," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "pollutants," "regulated substances," "solid wastes," or "contaminants" or words of similar import, under any Environmental Law. View More

Definitions. The following term and its definition set forth in Section 13.1 are amended in their entirety and replaced with the following: "Maturity Date" is April 15, 2009.

Definitions. A. "Agreement" has the meaning set forth in the introductory paragraph hereof. b. "Ancillary Agreements" means the Bill of Sale, Patent Assignment, Marks Assignment, and Assignment Agreement, Invention Disclosure Assignment and Domain Name Assignment. c. "Applicable Law" means, with respect to any party to this Agreement, all domestic or foreign federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree,... policy, guideline or other Legal Requirement (whether legislatively, judicially, or administratively promulgated) applicable to such party or its Affiliates, properties, assets, officers, directors, employees or agents. d. "Business" means the business of (i) manufacturing, assembling, selling or otherwise distributing equipment, instruments, or other devices, or parts thereof, that utilize surface plasmon resonance to detect biomolecules, changes in biomolecules or biomolecular activity or that employ micro array technology; and (ii) performing research or development with respect to surface plasmon resonance or micro array or any such equipment, instruments, or devices or parts thereof. e. "Business Day" means any day that is not a Saturday, Sunday or other day on which banks are authorized to close in the State of Washington. f. "Contemplated Transactions" means, collectively, the transactions contemplated by this Agreement, including (a) the sale and purchase of the Transferred Assets and (b) the execution, delivery and performance of the Ancillary Agreements. g. "Government Order" means any order, writ, judgment, injunction, decree, stipulation, ruling, determination or award entered by or with any Governmental Authority. h. "Governmental Authority" means any United States federal, state or local or any foreign government, or political subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body. i. "Intellectual Property" means all embodiments of, and the entire right, title and interest in and to all proprietary rights of every kind and nature in, including all rights and interests pertaining to or deriving from, any of: (a) patents, patent applications, patent disclosures, copyrights, copyrightable works of expression, derivative works thereof, mask work rights, technology, know-how, processes, trade secrets, algorithms, inventions, ornamental designs, innovations, information (including ideas, research and development, know-how, formulas, compositions, processes and techniques, data, designs, drawings, specifications, customer lists, supplier lists, licensor lists, pricing and cost information, business and marketing plans and proposals, documentation and manuals), domain names, works, proprietary data, databases, formulae and research and development data; (b) distinctive identifiers, corporate names, trademarks, trade names, service marks, service names, brands, trade dress and logos, together with all translations, adaptations, derivations and combinations thereof, and the goodwill and activities associated therewith and all improvements thereto; (c) all computer software (whether in source or object code and including all related data and documentation); (d) any and all registrations, applications, recordings, licenses, common-law rights and contracts relating to any of the foregoing; (e) all copies and tangible embodiments thereof, in any and all forms and mediums now known or hereinafter created; and (f) any and all legal actions and rights to sue at law or in equity for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, reissuances, revisions, reexaminations, continuations, divisions or other extensions of legal protections pertaining thereto. j. "Legal Requirement" means any United States federal, state or local or foreign law, statute, standard, ordinance, code, rule, regulation, resolution or promulgation, or any Government Order, or any license, franchise, permit or similar right granted under any of the foregoing, or any similar provision having the force or effect of law. k. "Lien" means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, community property right, claim, option, restriction on transfer (such as a right of first refusal or other similar right), defect of title, or other restriction, encumbrance or other adverse claim of any kind or character with respect to such property or asset, restriction on transfer (such as a right of first refusal or other similar right), defect of title, or other encumbrance of any kind or character. l. "Organizational Documents" means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation or organization and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all by-laws, limited liability company agreements, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented. m. "Patent Maintenance Surplus" means $10,000 paid to Company pursuant to the Letter of Intent dated as of January 20, 2009, by and among Company, Buyer, Lumera and GigOptix, less any amounts used by Company to pay fees for the maintenance of the patents listed on Schedule I(a) as set forth in such Letter of Intent. n. "Person" means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority or other entity of any kind. o. "Subject Intellectual Property" means all Intellectual Property used exclusively or principally in the Business. View More

Definitions. For purposes of this Amendment, capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Agreement.

Definitions. (a) As used in this Note: "Adjustable Interest Rate" means (i) the Base Rate, and/or (ii) the Prime Rate, each as provided in the Credit Agreement. However, in no event will the Adjustable Interest Rate exceed the Maximum Interest Rate. "Base Recourse" means a portion of the Indebtedness equal to zero percent (0%) of the original principal balance of this Note. "Default Rate" means a variable annual interest rate equal to four (4) percentage points above the Adjustable Interest Rate in effect... from time to time. However, at no time will the Default Rate exceed the Maximum Interest Rate. "Installment Due Date" means, for any monthly installment of interest only or principal and interest, the date on which such monthly installment is due and payable pursuant to Section 3 of this Note. The "First Installment Due Date" under this Note is May 1, 2010. "Lender" means the holder from time to time of this Note. "Loan" means the loan evidenced by this Note. 1 "Maximum Interest Rate" means the rate of interest that results in the maximum amount of interest allowed by applicable law. "Related Party" shall mean: (i) any Borrower; (ii) any person or entity that holds, directly or indirectly, any ownership interest in or right to manage Borrower, including without limitation, any shareholder, member or partner of Borrower; (iii) any person or entity in which any ownership interest (direct or indirect) or right to manage is held by Borrower or any partner, shareholder or member of, or any other person or entity holding an interest in, Borrower; and (iv) any other creditor of Borrower that is related by blood, marriage or adoption to Borrower, or any partner, shareholder or member of, or any other person or entity holding an interest in, Borrower. "Rent" shall have the meaning set forth in the Security Instrument. "Transfer" shall have the meaning set forth in the Security Instrument. View More

Definitions. For purposes of the Equity Agreements, the following terms shall have the following meanings: "Award" means the shares of Restricted Stock and RSA Options described hereunder. Awards may be granted for services to be rendered or for services already rendered to the Company or any Affiliate. "Affiliate" means (i) with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person, (ii) a partner, member or stockholder of... any Stockholder, or (iii) any spouse, domestic partner, child, grandchild, parent, grandparent or sibling of a Stockholder or a trust or other entity for their benefit; provided that no securityholder of the Company shall be deemed an Affiliate of any other securityholder solely by reason of an investment in the Company. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with") means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. View More

Definitions. Unless otherwise defined herein, the following terms shall have the respective meanings set forth below: "Collateral" has the meaning specified in Section 2 hereof. "Corporation" means Cyalume Technologies, Inc., a Delaware corporation. "Guaranty" means that certain Subordinated Guaranty Agreement dated the date hereof made by Stockholder in favor of the Secured Party for... the benefit of the Lenders, as the same may be amended, modified or supplemented from time to time. "Obligations" means any and all indebtedness, obligations and liabilities of the Stockholder under the Guaranty, whether existing on the date hereof or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of the law or otherwise. "Pledge Agreement" shall mean this Subordinated Stock Pledge Agreement as it may be amended, supplemented or otherwise modified. "Pledged Stock" or "Pledged Shares" shall mean, collectively, all of the shares of any class of capital stock of the Corporation, now owned, legally or beneficially or hereafter acquired by Stockholder, controlled directly or indirectly by the Stockholder and all of the rights in and to such stock, including, without limitation, the right to vote such stock, together with any and all additions thereto, whether through stock dividends, stock splits or otherwise, and any and all income therefrom, whether through cash dividends or any other payments or Distributions and any and all proceeds derived from all of the foregoing. View More

Definitions. Generally. Capitalized terms used herein and not otherwise defined shall have the meanings assigned such terms in the Amended Stockholders Agreement.