Definitions

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.

Definitions. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement, including by way of reference to any other documents or agreements.

Definitions. All terms used herein that are defined in the Financing Agreement and not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement.

Definitions. For purposes of determining eligibility for the Severance Benefit, the following terms shall apply:

Definitions. For the purpose of this Agreement the following capitalized terms are defined in this Section 1.1 and shall have the meaning specified herein. Other terms that are capitalized but not specifically defined in this Section 1.1 or in the body of the Agreement shall have the meaning set forth in the APA or the IP Cross License.

Definitions. (a) "Basic Rental": Those amounts set forth on the Basic Rental Schedule, attached hereto and made a part hereof for all purposes as Exhibit A. (b) "Commencement Date": February 24, 2003. (c) "Lease Term": The initial term (the "Initial Term") shall be the period commencing on the Commencement Date and continuing for one (1) year. In the event Tenant does not agree to purchase the Premises pursuant to the Purchase Option (as defined herein), then upon the conclusion of the... Initial Term, the Lease Term shall be immediately extended for an additional six (6) months (the "Extended Term"), after which time this Lease shall terminate automatically. All the same terms and conditions of this Lease that apply during the Initial Term shall apply during the Extended Term. (d) "Permitted Use": Industrial manufacturing, machining, stamping, fabricating, general office, distribution, sales and related uses thereto, including, without limitation, the activities conducted on the Premises on the date hereof. (e) "Premises": The land and buildings generally outlined on Exhibit B attached hereto and made a part hereof, consisting of approximately 19.647 acres and approximately 855,823 rentable square feet, commonly known as 139 Ethan Allen Highway, Ridgefield, Connecticut. View More