Definitions

Definitions. Terms used but not otherwise defined in this Agreement that are defined in Division 9 of the Uniform Commercial Code ('UCC') of the State of Texas (such as 'account,' 'chattel paper,' 'deposit account,' 'document,' 'equipment,' 'fixtures,' 'general intangibles,' 'goods,' 'instruments,' 'inventory,' 'investment property,' 'proceeds,' and 'supporting obligations') shall have the respective meanings given such terms in Division 9 of the UCC. Capitalized terms used in this Agreement and not defined... elsewhere herein or in the Note Purchase Agreement shall have the meanings set forth below: View More

Definitions. Any terms used in this Security Agreement that are defined in the Texas Business and Commerce Code (the "U.C.C.") shall have the meaning assigned to those terms by the U.C.C. in effect as of the date hereof or as otherwise required by law.

Definitions. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; the term "or" shall be deemed to include the term "and/or;" singular or plural tenses shall be deemed to include the opposite whenever the context so indicates or requires; and article, section, subsection, paragraph, clause, schedule and exhibit references are to this Agreement unless otherwise... specified. View More

Definitions. (a) The term "Adjustment Year" means each calendar year all or any part of which falls within the Term of this Lease. (b) The term "Guarantor" means Daniel J. Schultz and Steven Schultz. (c) The term "Imposition" means: (i) all taxes, assessments, (expressly excluding any development impact fees or assessments) levies, fees, water and sewer rents and charges, and all other governmental charges of every kind, general and special, ordinary and extraordinary, whether or not the same shall have... been within the express contemplation of the parties hereto, (ii) together with any interest and penalties thereon, which are, at any time, imposed or levied upon or assessed against (A) the Premises or any part -24- thereof, (B) any Basic Rent, any Additional Rent reserved or payable hereunder, (C) this Lease or the leasehold estate hereby created or which arise in respect of the operation, possession, occupancy or use of the Premises except as provided herein; all of which, Landlord agrees shall be payable over the maximum period or number of installments allowable without penalty. (iii) any gross receipts or similar taxes imposed or levied upon, assessed against or measured by the Basic Rent, Additional Rent or any other sums payable by Tenant hereunder or levied upon or assessed against the Premises; and (iv) all sales and use taxes which may be levied or assessed against or payable by Landlord or Tenant on account of the acquisition, leasing or use of the Premises or any portion thereof (d) The term "Lease" means: this lease agreement as amended and modified from time to time together with any memorandum or short form of lease entered into for the purpose of recording. (e) The term "Landlord" means: the owner of the rights of the lessor under this Lease and any heirs, successors and assigns, and upon any assignment or transfer of such rights, except an assignment or transfer made as security for an obligation, the assignor or transferor shall be relieved of all future duties and obligations under this Lease (except as provided in Section 31) and the assignee or the transferee shall expressly agree in writing to be bound by and to assume all the covenants of Landlord hereunder. (f) The term "Operating Expenses" means and includes: All costs and expenses for operating, maintaining and repairing the Building and Land including without limitation the cost of: (i) maintenance and service requirements of or for alarm service, sprinkler system, snow removal, cleaning of common parking areas, driveways and sidewalks, (ii) cost of all utility service including, without limitation, electricity, telephone, sewer and water, power, gas, heating, light and air conditioning, garbage collection furnished to the Building, (iii) maintenance, repairs and replacement of the Building, landscaping, parking areas, driveways and sidewalks, and (iv) janitorial service. (g) The term "Permitted Mortgagee" means: any first mortgage, deed of trust, security agreement, assignment of lease or other security instrument relating to the Premises and this Lease, -25- subject to the rights of Tenant under this Lease, and securing a borrowing by Landlord. (h) The term "Mortgagee" means: holder of a Permitted Mortgage. View More

Definitions. Capitalized terms used in this Agreement are defined either in the body of this Agreement or in ATTACHMENT "A". For capitalized terms that are defined in the body of this Agreement, ATTACHMENT "A" lists the Sections of this Agreement in which such terms are defined.

Definitions. All definitions, terms and provisions of the LDA remain in effect

Definitions. The purpose of the Plan is to provide an eligible Executive with Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits in the event the Executive's employment is involuntarily terminated under circumstances entitling the Executive to Severance Payments, Severance Benefits or Deferred Termination Early Retirement Benefits, as determined in the sole discretion of the Company. The Plan is an unfunded welfare benefit plan for purposes of ERISA, a severance pay... plan within the meaning of United States Department of Labor Regulation Section 2510.3-2(b) and an involuntary separation pay plan within the meaning of Treasury Regulation Section 1.409A-1(b)(9). This Plan supersedes all prior policies and practices of the Company with respect to severance or separation pay for Executives whose employment is involuntarily terminated on or after November 29, 2010. This Plan is the only severance program for such Executives. View More

Definitions. All capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Original Security Agreement, unless the context specifically requires otherwise.

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" shall mean any Person who is an "affiliate" as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. In addition, the following shall be deemed to be Affiliates of the General Atlantic Stockholders: (i) GAP 79 LP, GAP 84 LP, GAP Coinvestments III, GAP Coinvestments IV, GAPCO CDA, GapStar, GmbH Coinvestment and GAP-W, (ii) GA... LLC, the members of GA LLC, GmbH Management, the stockholders of GmbH Management, the limited partners of each of GAP 79 LP, GAP 84 LP, GAPCO CDA or GmbH Coinvestment, and the members of GAP Coinvestments III, GAP Coinvestments IV, GapStar or GAP-W; (iii) any Affiliate of GA LLC, the members of GA LLC, the limited partners of GAP 79 LP, GAP 84 LP, GAPCO CDA or GmbH Coinvestment, or the members of GAP Coinvestments III, GAP Coinvestments IV, GapStar or GAP-W; and (iv) any limited liability company or partnership a majority of whose members or partners, as the case may be, are members or former members of GA LLC or consultants or key employees of General Atlantic Service Company, LLC, a Delaware limited liability company and an Affiliate of GA LLC. In addition, the Investors, GAP 79 LP, GAP 84 LP, GAP Coinvestments III, GAP Coinvestments IV, GAPCO CDA, GapStar, GmbH Coinvestment and GAP-W shall be deemed to be Affiliates of one another. Notwithstanding anything to the contrary set forth in this Agreement, no portfolio company of GA LLC shall be deemed or treated as an Affiliate of the General Atlantic Stockholders. "Agreement" mean this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. "Approved Underwriter" has the meaning set forth in Section 3(f). "Board of Directors" means the board of directors of the Company. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close. "Closing Price" means, with respect to the Registrable Securities, as of the date of determination, (a) if the Registrable Securities are listed on a national securities exchange, the closing price per share of a Registrable Security on such date quoted on Bloomberg or a similar platform or, if no such closing price on such date is quoted on Bloomberg or a similar platform, the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange on which the Registrable Securities are then listed or admitted to trading; or (b) if the Registrable Securities are not then listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by The Nasdaq Stock Market or such other system then in use; or (c) if on any such date the Registrable Securities are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Registrable Securities selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a market price per share determined in good faith by the Board of Directors or, if such determination is not satisfactory to the Designated Holder for whom such determination is being made, by a nationally recognized investment banking firm selected by the Company and such Designated Holder, the expenses for which shall be borne equally by the Company and such Designated Holder. If trading is conducted on a continuous basis on any exchange, then the closing price shall be at 4:00 P.M. New York City time. "Commission" means the Securities and Exchange Commission or any successor agency then having jurisdiction to enforce the Securities Act. "Common Stock" means the Common Stock, par value $0.0001 per share, of the Company or any other capital stock of the Company into which such stock is reclassified or reconstituted and any other common stock of the Company. "Common Stock Equivalents" means any security or obligation which is by its terms, directly or indirectly, convertible into or exchangeable or exercisable for shares of Common Stock, including, without limitation the Preferred Stock and any option, warrant or other subscription or purchase right with respect to Common Stock or any Common Stock Equivalent. "Company" has the meaning set forth in the preamble to this Agreement. "Company Underwriter" has the meaning set forth in Section 4(a). "Demand Registration" has the meaning set forth in Section 3(a). "Designated Holder" means each of the General Atlantic Stockholders and any transferee of any of them to whom Registrable Securities have been transferred in accordance with Section 10(f) of this Agreement, other than a transferee to whom Registrable Securities have been transferred after the IPO Closing Date pursuant to a Registration Statement under the Securities Act or Rule 144 or Regulation S under the Securities Act (or any successor rule thereto). "Disclosure Package" means, with respect to any offering of securities, (a) the preliminary prospectus, (b) each Free Writing Prospectus and (c) all other information, in each case, that is deemed, under Rule 159 under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including a contract of sale). "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. "FINRA" means the Financial Industry Regulatory Authority. "Free Writing Prospectus" means any "free writing prospectus" as defined in Rule 405 under the Securities Act. "GA LLC" means General Atlantic LLC, a Delaware limited liability company and any successor to such entity. "GA TriNet" has the meaning set forth in the preamble to this Agreement. "GAP 79 LP" means General Atlantic Partners 79, L.P., a Delaware limited partnership. "GAP 84 LP" means General Atlantic Partners 84, L.P., a Delaware limited partnership. "GAPCO CDA" means GAP Coinvestments CDA, L.P., a Delaware limited partnership. "GAP Coinvestments III" means GAP Coinvestments III, LLC, a Delaware limited liability company. "GAP Coinvestments IV" means GAP Coinvestments IV, LLC, a Delaware limited liability company. "GapStar" means GapStar, LLC, a Delaware limited liability company. "GAP-W" means GAP-W, LLC, a Delaware limited liability company. "General Atlantic Stockholders" means the Investors, any Subsequent General Atlantic Purchaser and any Permitted Transferee (as defined in the Stockholders Agreement) thereof to whom Registrable Securities are transferred in accordance with Section 2.2 of the Stockholders Agreement (so long as such agreement is in effect) and Section 10(f) of this Agreement. "GmbH Coinvestment" means GAPCO GmbH & Co. KG, a German limited partnership. "GmbH Management" means GAPCO Management GmbH, a German company with limited liability and the general partner of GmbH Coinvestment, and any successor to such entity. "Holders' Counsel" has the meaning set forth in Section 7(a)(i). "HR Acquisitions" has the meaning set forth in the preamble to this Agreement. "Incidental Registration" has the meaning set forth in Section 4(a). "Indemnified Party" has the meaning set forth in Section 8(c). "Indemnifying Party" has the meaning set forth in Section 8(c). "Initial Public Offering" means the initial public offering of the shares of Common Stock of the Company pursuant to an effective Registration Statement filed under the Securities Act. "Initiating Holders" has the meaning set forth in Section 3(a). "Inspector" has the meaning set forth in Section 7(a)(vii). "Investor" has the meaning set forth in the preamble to this Agreement. "IPO Closing Date" means the date upon which the Company closes its Initial Public Offering. "Liability" has the meaning set forth in Section 8(a). "Market Price" means, on any date of determination, the average of the daily Closing Price of the Registrable Securities for the immediately preceding 30 days on which the national securities exchanges are open for trading. "Person" means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. "Preferred Stock" means, collectively, the Series G Preferred Stock and the Series H Preferred Stock. "Prior Agreement" has the meaning set forth in the recitals to this Agreement. "Purchase Agreement" has the meaning set forth in the recitals to this Agreement. "Records" has the meaning set forth in Section 7(a)(vii). "Registrable Securities" means each of the following: (a) any and all shares of Common Stock owned by the Designated Holders or issued or issuable upon conversion of shares of Preferred Stock and any shares of Common Stock issued or issuable upon conversion of any shares of preferred stock or exercise of any warrants acquired by any of the Designated Holders after the date hereof, (b) any other shares of Common Stock acquired or owned by any of the Designated Holders prior to the IPO Closing Date, or acquired or owned by any of the Designated Holders after the IPO Closing Date if such Designated Holder is an Affiliate of the Company and (c) any shares of Common Stock issued or issuable to any of the Designated Holders with respect to the Registrable Securities by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and any shares of Common Stock or voting common stock issuable upon conversion, exercise or exchange thereof. "Registration Expenses" has the meaning set forth in Section 7(d). "Registration Statement" means a Registration Statement filed pursuant to the Securities Act. "S-3 Initiating Holders" has the meaning set forth in Section 5(a). "S-3 Registration" has the meaning set forth in Section 5(a). "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Series G Preferred Stock" has the meaning set forth in the recitals to this Agreement. "Series H Preferred Stock" has the meaning set forth in the recitals to this Agreement. "Stockholders Agreement" means the Amended and Restated Stockholders Agreement, dated as of the date hereof, among the Company, the Investors and the other parties thereto, as the same may be amended and/or restated from time to time. "Subsequent General Atlantic Purchaser" means any Affiliate of GA LLC that, after the date hereof, acquires any shares of Common Stock, Preferred Stock or Common Stock Equivalents. "Valid Business Reason" has the meaning set forth in Section 3(a). View More

Definitions. 2.2 The Seller warrants with the Purchaser in relation to the Patent Application that: 2.2.1 Seller's full legal and beneficial interest in the Patent Application will be transferred to the Purchaser on the terms of this Supplementary Agreement free from all claims and adverse rights of any description and together with all rights attached to them at the date of this Supplementary Agreement; 2.2.2 there are no outstanding debts, obligations or liabilities (including accrued debts obligations... or liabilities) attached to the Patent Application. 2.2.3 fees hitherto payable in respect of the Patent Application have been paid but further fees may become due and payable by the Purchaser. There is no outstanding third party request for action to be taken by, or on behalf of, the Seller in respect of, or in connection with, the Patent Application 2.2.4 So far as the Seller is aware nothing has been done or omitted to be done by which a person is or will be able to seek cancellation, rectification or other modification of the registration of the Patent Application; 2.2.5 So far as the Seller is aware there is and has been no civil, criminal, arbitration, administrative or other proceeding or dispute in any jurisdiction concerning the Patent Application. So far as the Seller is aware no civil, criminal, arbitration, administrative or other proceeding concerning the Patent Application is pending or threatened. To the best of the Seller' knowledge, information and belief, no fact or circumstance exists which might give rise to a proceeding of that type; 2.2.6 The Seller has not granted nor is obliged to grant a licence, assignment or other right to anyone in respect of the Patent Application; 2.2.7 So far as the Seller is aware there is, no other patent application that may infringe or have identical claims to the Patent Application; 2.2.8 All inventions made by any employees of the Seller and which are used by or for the use of the Seller belong to the Seller and no claim for compensation under section 40 of the Patents Act 1977 or otherwise has been made or is likely to be made against the Seller. View More