Definitions

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.

Definitions. For purposes of this Agreement, the terms listed below shall be defined as indicated. Advisory Fee: See Section 4 (a). Affiliate: A domestic or foreign business entity controlled by, controlling or under common control with the Company. Board: The Board of Directors of the Company. Bonus: See Section 4 (b). Cause: See Section 5 (a). Change of Control: Either (i) the acquisition by any person or entity of, directly or indirectly, Beneficial Ownership (as defined in Rule 13d-3 of the Securities... Exchange Act of 1934, as amended) of securities of the Company representing 33-1/3% (or more) of the total voting power of all of the Company's then outstanding voting securities; or (ii) a merger or consolidation of the Company in which the Company's voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities (owned by stockholders in substantially the same proportions as their ownership immediately prior to such merger or consolidation) that represent, a majority of the voting power of all of the voting securities of the surviving entity immediately after the merger or consolidation; or (iii) a sale of substantially all of the assets of the Company or a liquidation or dissolution of the Company; or (iv) individuals, who, as of December 1, 2010, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to December 1, 2010, whose election or nomination for election by the Company's stockholders was approved by the vote of at least a majority of the directors then in office shall be deemed a member of the Incumbent Board. 1 Common Stock: The $.01 par value common stock of the Company. Confidential Information: All secret proprietary information of the Company and its Subsidiaries, not otherwise publicly disclosed (except if disclosed by the Executive in violation of this Agreement), whether or not discovered or developed by the Executive, known by the Executive as a consequence of the Executive's employment with the Company at any time (including prior to the commencement of this Agreement) as an employee or agent. Without limiting the generality of the foregoing, such proprietary information shall include (a) customer lists, (b) acquisition, expansion, marketing, financial and other business information and plans, (c) research and development, (d) computer programs, (e) sources of supply, (f) identity of specialized consultants and contractors and confidential information developed by them for the Company and its Subsidiaries, (g) purchasing, operating and other cost data, (h) special customer needs, cost and pricing data, (i) manufacturing methods, (j) quality control information, (k) inventory techniques, and (1) employee information; provided that any of such information is not generally known in the industries in which the Company and its Subsidiaries are conducting business or shall, at any time during the term of this Agreement, conduct business, including (without limitation) the apparel retailing industry. Confidential Information also includes the overall business, financial, expansion and acquisition plans of the Company and its Subsidiaries, and includes information contained in manuals, memoranda, projections, minutes, plans, drawings, designs, formula books, specifications, computer programs and records, whether or not marked or otherwise identified by the Company and its Subsidiaries as Confidential Information, as well as information which is the subject of meetings and discussions and not so recorded. Disability: The absence, on a full-time basis, of the Executive from the Executive's duties to the Company for a total of 120 days during the term of this Agreement as a result of incapacity due to mental or physical illness which is determined to be permanent by a physician selected by the Company and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably). Effective Date: December 1, 2010. Inventions: Those discoveries, developments, concepts and ideas, whether or not patentable, relating to the present, future and prospective activities and Products and Services of the Company and its Subsidiaries, which such activities and Products and Services are known to the Executive by virtue of the Executive's employment with the Company and its Subsidiaries. 2 Products and Services: All products or services sold, rented, leased, rendered or otherwise made available to its customers by the Company and its Subsidiaries, or otherwise the subject of the business of the Company and its Subsidiaries. Restricted Period: The period beginning on the Effective Date and ending on the later of (i) the termination of this Agreement or (ii) the date upon which all payments to the Executive under Section 6 shall have been required to have been made. Subsidiary: Any entity of which the Company owns, directly or indirectly, 50% or more of the aggregate voting power of the voting securities. 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Definitions. (a) "AFFILIATE" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. (b) "BOARD" means the Board of Directors of the Company. (c) "CODE" means the United States Internal Revenue Code of 1986, as amended. (d) "COMMITTEE" means a committee of the Board appointed by the Board in accordance with subsection 3(c) of the Plan. (e) "COMPANY" means The Advisory... Board Company, a Delaware corporation. (f) "DIRECTOR" means a member of the Board. (g) "ELIGIBLE EMPLOYEE" means an Employee who meets the requirements set forth in the Offering Memorandum for eligibility to participate in the Offering. (h) "EMPLOYEE" means any person, including Officers and Directors, employed by the Company or a designated Affiliate of the Company. Neither service as a Director nor payment of a director's fee shall be sufficient to constitute "employment" by the Company or the Affiliate for purposes of this Plan. (i) "EMPLOYEE STOCK PURCHASE PLAN" means a plan that grants rights intended to be options issued under an "employee stock purchase plan," as that term is defined in Section 423(b) of the Code. (j) "EXCHANGE ACT" means the United States Securities Exchange Act of 1934, as amended. (k) "FAIR MARKET VALUE" means the value of a security, as determined in good faith by the Board. If the security is listed on the New York Stock Exchange or any other established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then, except as otherwise provided in the Offering, the Fair Market Value of the security shall be the closing sales price (rounded up where necessary to the nearest whole cent) for such security (or the closing bid, if no sales were reported) as quoted on such exchange or market (or, in the event that the security is traded on more than one such exchange or market, the exchange or market with the greatest volume of trading in the relevant security of the Company) on the trading day occurring on or on the closest subsequent day to the relevant determination date, as reported in The Wall Street Journal or such other source as the Board deems reliable, and on the date as determined more precisely in the Offering Memorandum. (l) "OFFERING" means the grant of Rights to purchase Shares under the Plan to Eligible Employees. (m) "OFFERING DATE" means a date selected by the Board for an Offering to commence. (n) "OFFERING MEMORANDUM" means a memorandum describing the terms of the then current or otherwise relevant Offering. (o) "PARTICIPANT" means an Eligible Employee who holds an outstanding Right granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Right granted under the Plan. (p) "PLAN" means this Amended and Restated Employee Stock Purchase Plan. (q) "PURCHASE DATE" means one or more dates established by the Board during an Offering on which Rights granted under the Plan shall be exercised and purchases of Shares carried out in accordance with such Offering. (r) "RIGHT" means an option to purchase Shares granted pursuant to the Plan. (s) "SECURITIES ACT" means the United States Securities Act of 1933, as amended. (t) "SHARE" means a share of the common stock of the Company. View More

Definitions. As used herein, the following terms shall have the meanings given to them below, and the Loan Agreement and the other Financing Agreements are hereby amended to include, in addition to and not in limitation of, the following definitions:

Definitions. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Restated Credit Agreement or, if not defined therein, in the Original Credit Agreement.

Definitions. All capitalized terms used herein without definitions shall have the meanings given to them in the Purchase Agreement. The term "State" shall mean the State of Delaware. All terms defined in the Uniform Commercial Code of the State and used herein shall have the same definitions herein as specified therein. However, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of the Uniform Commercial Code of the State, the term has the... meaning specified in Article 9. The term "Obligations" shall mean all of the indebtedness, obligations and liabilities of the Debtor to the Secured Party, individually or collectively, whether direct or indirect, joint or several, absolute or contingent, due or to become due, now existing or hereafter arising under or in respect of the Purchase Agreement and the Note (the "Transaction Documents"). The term "Event of Default" shall mean the failure of either Group or Operating to pay or perform any of the Obligations as and when due to be paid or performed under the terms of the Transaction Documents after giving effect to any applicable grace or cure period. The term "Permitted Liens" shall mean (i) the lien on and security interest in substantially all of the Debtor's assets in favor of SBC Communications Inc. (the "SBC Lien"), (ii) liens for taxes and special assessments not then delinquent, (iii) liens of taxes and assessments which are delinquent but the validity of which is being contested in good faith and with respect to which the Debtor has set aside adequate reserves for payment, (iv) mechanics' and materialmen's liens arising or incurred in the ordinary course of business and which are being contested in good faith and have not proceeded to judgment, provided the Debtor has set aside adequate reserves for payment, and (v) such other imperfections in title, charges, easements, restrictions and encumbrances which could not, individually or when taken as a whole, result in a Material Adverse Effect. View More