Definitions

Definitions. For purposes of this Agreement, the terms appearing in Annex I shall have the meaning set forth therein. Other terms may be defined elsewhere in this Agreement.

Definitions. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings ascribed to such terms in the Side Letter or the Credit Agreement, as applicable.

Definitions. Unless the context otherwise requires, the terms defined in this Section 9 shall have the meanings specified for all purposes of this Agreement. Except as otherwise expressly provided, all accounting terms used in this Agreement, whether or not defined in this Section 9, shall be construed in accordance with GAAP. If and so long as the Company has one or more Subsidiaries, such accounting terms shall be determined on a consolidated basis for the Company and each of its Subsidiaries, and the... consolidated financial statements and other financial information to be furnished by the Company pursuant to this Agreement shall be consolidated and presented with consolidating financial statements of the Company and each of its Subsidiaries. View More

Definitions. Capitalized terms appearing in this Lease, unless defined elsewhere in this Lease or in the Lease Summary, shall have these definitions:

Definitions. Capitalized terms not otherwise defined that are defined in the DCC shall have the meaning set forth therein. In addition to any other terms defined elsewhere in this Agreement, the following terms shall have the following meanings: "Accounts" shall mean all accounts as that term is defined in the DCC and all rights of each Pledgor now existing and hereafter acquired to payment for goods sold or leased or for services rendered that are not evidenced by an Instrument or Chattel Paper, whether... or not earned by performance, together with (i) all security interests or other security held by or granted to any Pledgor to secure such rights to payment, (ii) all other rights related thereto (including rights of stoppage in transit) and (iii) all rights in any of such sold or leased goods that are returned or repossessed. "Chattel Paper" shall mean all chattel paper as that term is defined in the DCC and any document or documents that evidence both a monetary obligation and a security interest in, or a lease or consignment of, specific goods (except, however, that when a transaction is evidenced both by a security agreement or a lease and by an Instrument or series of lnstruments, the group of documents taken together constitute Chattel Paper). "Collateral" shall mean all of the following assets (whether now owned or existing or hereafter acquired or arising): (a) all of each Pledgor's Accounts, together with all Chattel Paper, Contract Rights, Deposit Accounts, Documents, General Intangibles and Instruments related to each Pledgor's Accounts; (b) all of each Pledgor's books and records (in whatever form or medium), customer lists, credit files, computer files, programs, printouts, source codes, software and other computer materials and records related to the Pledgor's Accounts; and (c) all Proceeds (including, without limitation, all proceeds as that term is defined in the DCC), insurance proceeds, unearned premiums, tax refunds, rents, profits and products related to each Pledgor's Accounts. The Collateral shall exclude, however, any intellectual property that is expressly prohibited by its terms from being pledged as security or that terminates upon being pledged (but only to the extent of and until the termination of such prohibition or until such property is no longer subject to termination). "Contract Rights" shall mean any right to payment under a contract not yet earned by performance and not evidenced by an Instrument or Chattel Paper. "Documents" shall mean all documents as that term is defined in the DCC, related to the Collateral, together with any other document that in the regular course of business or financing is treated as adequately evidencing that the person or entity in possession of it is entitled to receive, hold and dispose of such document and the goods it covers. "General Intangibles" shall mean all general intangibles as that term is defined in the DCC and all payment intangibles and all intangible personal property of every kind and nature other than Accounts (including, without limitation, all Contract Rights, other rights to receive payments of money). "Instruments" shall mean all negotiable instruments (as that term is defined in the UCC), and any replacements therefore and other writings that evidence rights to the payment of money (whether absolute or contingent) and that are not themselves security agreements or leases and are of a type that in the ordinary course of business are transferred by delivery with any necessary endorsement or assignment (including, without limitation, all checks, drafts, notes, bonds, debentures, government securities, certificates of deposit, letters of credit, preferred and common stocks, options and warrants). "Proceeds" shall mean all proceeds (as that term is defined in the UCC) and any and all amounts or items of property received when any Collateral or proceeds thereof are sold, exchanged, collected or otherwise disposed of, both cash and non-cash, including proceeds of insurance, indemnity, warranty or guarantee paid or payable on or in connection with any Collateral. "UCC" shall mean the Uniform Commercial Code as in effect in any applicable jurisdiction. View More

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: (a) "Available Amount" means initially Five Million Dollars ($5,000,000) in the aggregate, which amount shall be reduced by the Draw Down Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof. (b) "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. (c) "Closing Date" means with respect to a Closing the fifth... (5th) Trading Day following the Put Notice Date related to such Closing or such earlier date as the Company and Investor shall agree, provided all conditions to such Closing have been satisfied on or before such Trading Day. (d) "Common Stock" means the common stock of the Company, $.0001 par value. (e) "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within ten (10) Trading Days after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third 1 EXECUTION COPY party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession. (f) "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. (g) "Draw Down Amount" means, with respect to any particular purchase made hereunder, the portion of the Available Amount to be purchased by the Investor pursuant to Section 2 hereof. (h) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (i) "Excluded Block Trades" shall mean block trades that exceed a number of shares valued at $25,000. (j) "Maturity Date" means the date that is thirty-six (36) months from the date of execution of this Agreement. (k) "Person" means an individual or entity including but not limited to any limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof. (l) "Principal Market" means the OTC Bulletin Board; provided however, that in the event the Company's Common Stock is ever listed or traded on the Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE Amex, or successor to any of these national securities exchanges, than the "Principal Market" shall mean such other market or exchange on which the Company's Common Stock is then listed or traded. (m) "Purchase Price" means ninety four percent (94%) of the three (3) lowest daily volume weighted average prices for the Common Stock as published by the Bloomberg Financial Markets during the fifteen (15) consecutive Trading Days ending on the Trading Day immediately preceding such Closing Date. (n) "Put Notice" shall mean an irrevocable written notice from the Company to the Investor directing the Investor to buy such Draw Down Amount of Purchase Shares as specified by the Company therein on the Closing Date. (o) "Put Notice Date" is the day that a Put Notice is deemed delivered which shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by Investor if such notice is received on or prior to 12:00 noon Chicago time or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Chicago time on a Trading Day or at any time on a day which is not a Trading Day. 2 EXECUTION COPY (p) "SEC" means the United States Securities and Exchange Commission. (q) "Securities Act" means the Securities Act of 1933, as amended. (r) "Settlement Date" means the first Trading Day following the Closing Date. (s) "Threshold Price" means the price specified by the Company in the Put Notice below which no Purchase Shares may be sold, which price must be higher than ninety four percent (94%) of the lowest daily volume weighted average price of the Company's Common Stock for the ten (10) Trading Days prior to the Put Notice Date. (t) "Trading Day" means a day on which the Principal Market shall be open for business. (u) "Transfer Agent" means the transfer agent of the Company as set forth in Section 11(f) hereof or such other person who is then serving as the transfer agent for the Company in respect of the Common Stock. View More

Definitions. Capitalized terms, not otherwise defined in this Agreement, have the meanings set out or referred to in this Section I below.

Definitions. Unless defined herein, all capitalized terms used in this Joinder have the meanings ascribed to such terms in the Purchase Agreement.

Definitions. Capitalized terms used in this Waiver but not defined have the meaning provided in the NPA.

Definitions. Unless otherwise specifically defined herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the BCA.