Definitions

Definitions. All capitalized terms used in this Appendix and not defined herein shall have the same meaning as in the Plan. The following capitalized terms will have the meanings set forth in this Appendix whenever such capitalized terms are used: (a) Key Employee. Key Employee means an employee treated as a "specified employee" as of his Separation from Service under Code section 409A(a)(2)(B)(i) (i.e., a key employee (as defined in Code section 416(i) without regard to Section (5) thereof)) if the... common stock of the Corporation or an affiliate is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date. (b) Separation from Service. Separation from Service or Separates from Service means a "separation from service" within the meaning of Code section 409A. View More

Definitions. All capitalized terms used herein or in any certificate, report or other document delivered pursuant hereto shall have the meanings assigned to them below or in the Loan Agreement.

Definitions. Insider trading restrictions come into play only if the information you possess is 'material.' Materiality, however, involves a relatively low threshold. Information is generally regarded as 'material' if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would want to know before making an investment decision. Information dealing with the following subjects is... reasonably likely to be found material in particular situations: (i) significant changes in the Company's prospects; (ii) significant write-downs in assets or increases in reserves; (iii) developments regarding significant litigation or government agency investigations; (iv) liquidity problems; (v) changes in earnings estimates or unusual gains or losses in major operations; (vi) major changes in management; (vii) changes in dividends; (viii) extraordinary borrowings; (ix) award or loss of a significant contract; (x) changes in debt ratings; (xi) proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, or purchases or sales of substantial assets; (xii) offerings of Company securities; and (xiii) pending statistical reports (such as, consumer price index, money supply and retail figures, or interest rate developments). Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company's operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular nonpublic information is material, you should presume it is material. If you are unsure whether information is material, you should either consult the Compliance Officer before making any decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to which that information relates or assume that the information is material. (b) Nonpublic. Insider trading prohibitions come into play only when you possess information that is material and 'nonpublic.' The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be 'public' the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the second trading day after the information was publicly disclosed before you can treat the information as public. Nonpublic information may include: (i) information available to a select group of analysts or brokers or institutional investors; (ii) undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and (iii) information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two trading days). As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Compliance Officer or assume that the information is nonpublic and treat it as confidential. (c) Compliance Officer. The Company has appointed a Compliance Officer for this Policy. The duties of the Compliance Officer include, but are not limited to, the following: (i) assisting with implementation and enforcement of this Policy; (ii) circulating this Policy to all employees and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws; (iii) pre-clearing all trading in securities of the Company by Covered Persons in accordance with the procedures set forth in Part II, Section 3 below; and (iv) providing approval of any Rule 10b5-1 plans under Part II, Section 1(c) below and any prohibited transactions under Part II, Section 4 below. (v) providing a reporting system with an effective whistleblower protection mechanism. View More

Definitions. Capitalized terms defined in the Purchase Agreement and used herein without definition have the same meaning herein as in the Purchase Agreement. In addition, as used in this Convertible Note, the following capitalized terms have the following meanings: "Additional Note" shall have the meaning set forth in Section 2(a) of this Convertible Note. "Conversion Price" means, initially, $5.16152, as adjusted from time to time pursuant to the terms of this Convertible Note. "Date of... Issuance" means the date of issuance of this Convertible Note by the Company under the Purchase Agreement. "Default Interest Rate" means the lesser of 16% or the maximum rate allowed by applicable Law. "Event of Default" shall have the meaning set forth in Section 4 of this Convertible Note. "Maturity Date" means February 27, 2014 (or, if such day is not a Business Day, on the next succeeding Business Day). "Obligations" means the principal, interest and other amounts payable under this Convertible Note. View More

Definitions. Capitalised terms and expressions used in this Master Complementary Deposit Agreement shall have the same meaning as ascribed to such terms and expressions in the glossary set out in schedule 1 to the general master purchase agreement in relation to the securitization of trade receivables of certain subsidiaries of the Goodyear group dated 10 December 2004 as amended and restated on 23 May 2005, on 26 August 2005 and on or about the date hereof between, inter alia, Ester Finance Titrisation,... Eurofactor, Calyon, Natixis, Dunlop Tyres Limited and the sellers listed therein (the " General Master Purchase Agreement"). View More

Definitions. Except as otherwise expressly provided herein, (i) capitalized terms used in this Agreement shall have the respective meanings assigned to them in the Security Agreement and (ii) the rules of construction set forth in Section 1.2 of the Indenture and the comparable provisions of any other applicable Noteholder Documents shall apply to this Agreement. Where applicable and except as otherwise expressly provided herein, terms used herein (whether or not capitalized) shall have the respective... meanings assigned to them in the Uniform Commercial Code as enacted in New York as amended from time to time (the "Code"). View More

Definitions. Certain terms used in this Agreement shall have the meanings set forth in Appendix A attached hereto.

Definitions. Capitalized terms that are defined in this Amendment shall have the meanings ascribed in this Amendment to such terms. All other capitalized terms shall have the meanings ascribed to such terms in the Loan Agreement as amended by this Amendment. Unless the context of this Amendment clearly requires otherwise, references to the plural include the singular; references to the singular include the plural; the words "include," "includes," and "including" will be deemed to be followed by "without... limitation"; and the term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." View More

Definitions. (a) Additional Definition. As used herein or in the Loan Agreement or any of the other Financing Agreements, the term "Amendment No. 1" shall mean Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated as of January 9, 2012 by and among Agent, Lenders, Borrowers and Guarantors, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, and the Loan Agreement and the other Financing Agreements shall be deemed and are... hereby amended to include, in addition and not in limitation, such definition. View More

Definitions. In this Agreement, unless otherwise expressly provided, the following definitions will apply to the capitalized terms: 1.1 "Affiliate" shall mean, with respect to any entity, another entity controlling, controlled by or under common control with such entity. For the purposes of this definition, "control" shall mean having the ability (directly or indirectly) to direct the management of an entity, whether through the ownership of voting shares, by contract or otherwise. 1.2 "Assets" shall mean... (a) the assets that are listed or described in Schedule 1; and (b) the Contracts. 1.3 "Assumed Liabilities" shall mean: (a) outstanding payables of VISaer to IBS pursuant to the Master Services Agreement dated January 13, 2006 between IBS and VISaer (the "IBS Agreement") amounting to $436,547.50; and (b) all liabilities and obligations of Sellers under the assigned Contracts and Leases that arise or are to be performed after the Closing Date pursuant to the terms of the assigned Contracts and Leases (other than those liabilities or obligations that arise out of a breach of or Default under the Contracts or Leases that relates to facts, events, or circumstances occurring on or before the Closing Date). All other liabilities and obligations of Sellers shall be "Excluded Liabilities", including, without limitation, the following; 1.3.1 All liabilities and obligations incurred by Sellers in connection with the conduct of their businesses (including the Business) or the ownership, lease, license, use or operation of the Assets prior to the Closing Date; 1.3.2 All liabilities and obligations arising out of any breach or Default under any Contract or Lease that arises out of or is attributable to facts, events or circumstances that occurred on or before the Closing Date; and 1.3.3 Any and all Taxes that are the obligations of Sellers, any Taxes of Sellers arising in connection with the consummation of the transactions contemplated hereby, including Transfer Taxes and any Taxes with respect to the Business or the Assets attributable to any taxable period (or any portion thereof) ending on or prior to the Closing Date. 1.4 "Closing Date" shall mean a business day not later than April 30, 2008, which day shall be within 2 days business days after the conditions for closing set forth in Section 8 have been met or waived. 1.5 "Closing Date Compensation" shall have the meaning set forth in Section 4.2. 1.6 "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. 1.7 "Contracts" shall mean the contracts listed in Schedule 2. 1.8 "Damages" shall have the meaning set forth in Section 10.1. 1.9 "Default" shall mean an occurrence that constitutes a breach or default or that with notice or lapse of time would constitute a breach of default under a contract, order, statute or other commitment. 1.10 "Earnout Compensation" shall have the meaning set forth in Section 4.3. 1.11 "Earnout Year 2008" shall mean the 12 calendar month period commencing from the Closing Date. 1.12 "Earnout Year 2009" shall mean the 12 calendar month period commencing from the day following the end of Earnout Year 2008. 1.13 "Earnout Year 2010" shall mean the 12 calendar month period commencing from the day following the end of Earnout Year 2009. 1.14 "Earnout Year 2011" shall mean the 12 calendar month period commencing from the day following the end of Earnout Year 2010. 1.15 "Employees" shall mean those current employees of Sellers listed in Schedule 3. 1.16 "Fiscal Year" shall mean the 12-month financial reporting period commencing January 1. 1.17 "GAAP" shall mean United States generally accepted accounting principles consistently applied. 1.18 "Indemnitors" shall have the meaning set forth in Section 10.1. 1.19 "Intellectual Property Rights" means any and all of the following in any jurisdiction in the world: (a) copyrights (including, but not limited to, moral rights), whether registered or unregistered, and all registrations and applications therefore; (b) trade secrets, inventions (whether patentable or unpatentable), patent disclosures, processes, designs, formulae, know-how, works of authorship (including website content), database rights, data in databases, software, confidential, technical and business information, design, development and research data and information, manufacturing, engineering and technical drawings, and product specifications, whether stored in electronic or tangible media, (c) patents, industrial designs and industrial models and applications for the foregoing, and any and all reissues, divisionals, continuations, continuations-in-part, extensions, requests for continued examination, continued prosecution applications and re-examinations relating to any of the foregoing, (d) trade marks, service marks, certification marks, trade names, trade dress, business and product names, logos and slogans, whether registered or unregistered, together with all goodwill associated with any of the foregoing, and all registrations and applications for registration of the foregoing, (e) email addresses, domain name registrations and Internet Protocol addresses and registrations and applications to register the foregoing, and (f) all intellectual property and other proprietary rights or interests in and to (a) — (e) which may exist anywhere in the world. 1.20 "Lease" shall mean the lease agreement listed in Schedule 1. 1.21 "Lien" shall mean any encumbrance, charge, security interest or lien, including any mortgage, judgment lien, materialman's lien, mechanic's lien, security interest, encroachment, easement, or other restriction. 1.22 "Material Adverse Effect" shall mean any effect, event, development, change, condition, circumstance or occurrence that is or would reasonably be expected to be, individually or together with any other effect, event, development, change, condition, circumstance or occurrence, materially adverse to the Assets, the Assumed Liabilities or the financial condition, prospects or operating results of the Business taken as a whole; provided, that, none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (a) any adverse effect, event, development, change, condition, circumstance or occurrence that generally affects the MRO software industry, except to the extent that the Business is disproportionately affected, and (b) general changes in the United States economy, except to the extent that the Business is disproportionately affected. 1.23 "Owned IP" means any and all Intellectual Property Rights described in Schedule 1 that are not Licensed Intellectual Property that are used or required for use in connection with the operation of the Business as such Business is being conducted as of the Closing Date. 1.24 "Parties" means VISaer, VISaer (UK), Intelligent Systems and IBS, and "Party" means any one of them. 1.25 "Payment Matrix" shall mean the payment matrix attached as Schedule 4 to this Agreement. 1.26 "Pre-Closing Costs in Excess of Billings" shall mean the amount, as of the Closing Date, of costs incurred and accrued by Sellers under the assigned Contracts for services provided by Sellers on or before the Closing Date, but for which the associated revenue has not been recognized by Sellers in accordance with GAAP prior to the Closing Date. Such amounts shall be measured in accordance with GAAP. 1.27 "Pre-Closing Deferred Revenue" shall mean the amount, as of the Closing Date, billed by Sellers to, or paid to Sellers by, customers under the assigned Contracts for products and/or services, where such amount billed or paid, as the case may be, has not been recognized in accordance with GAAP on or before the Closing Date. Such amounts shall be measured in accordance with GAAP. 1.28 "Publicly Available Software" means any software that is, contains (whether in the source code, object code or an executable), is derived from (in whole or in party), is distributed in connection with, requires for use or operation, links to, or is otherwise intended for use with, software that is distributed as free software, open source software (e.g. Linux) or distributed under similar licensing or distribution models, or software that requires as a condition of use, modification and/or distribution of such software that such software or other software distributed with such software (i) be disclosed or distributed in source code form, (ii) include the right for any licensee to prepare derivative works therefrom, (iii) be redistributable at no charge, or (iv) be distributed only under an open source license or the license under which the software was licensed to Sellers. Publicly Available Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any version of the following: (i) GNU General Public License (GPL) or Lesser/Library General Public License (LGPL); (ii) The Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Standards License (SISL); (vii) the BSD License; (viii) the MIT License; (ix) the Apache License; (x) the Common Public License; (xi) the Open Software License; (xii) the Academic Free License; or (xiii) any other open source license listed or identified by the Open Source Initiative (OSI). 1.29 "Software" shall mean the software described in Schedule 1, including without limitation, (i) all versions of such software that are or have ever been in existence as of the Closing Date and all concepts and designs for such versions and future versions of such software in both object code and Source Code versions and derivatives, and (ii) documentation used in connection with or related to the foregoing, and all Intellectual Property Rights related thereto. 1.30 "Source Code" shall mean a complete copy of the unencrypted, commented source code of software, including without limitation, all compilers, library routines and frameworks necessary to compile the source code into the object code and all instructions, documentation and other materials describing the procedure for compiling and linking such source code into executable code. 1.31 "Tax Returns" shall mean all returns, reports, declarations, statements, information returns and other documents, including any amendments thereto and any schedule or attachment thereto, required to be filed with respect to Taxes, including any information return, claim for refund, application for loss carryback refunds, amended return or declaration of estimated Tax. 1.32 "Taxes" shall mean any federal, state, county, local, or foreign tax, charge, fee, levy, impost, duty, or other assessment, including income, gross receipts, excise, employment, sales, use, transfer, recording, license, payroll, franchise, margin, severance, documentary, stamp, occupation, windfall profits, environmental, highway use, commercial rent, customs duty, capital stock, paid-up capital, profits, withholding, Social Security, single business, unemployment, disability, real property, personal property, registration, ad valorem, value added, alternative or add-on minimum, estimated, or other tax or governmental fee of any kind whatsoever, imposed or required to be withheld by any governmental authority, including any estimated payments relating thereto, any interest, penalties, and additions imposed thereon or with respect thereto, and including liability for taxes of another person under Treas. Reg. Section 1.1502-6 or similar provision of state, local or foreign law, or as a transferee or successor, by contract or otherwise. 1.33 "UPS Contract" shall mean the 7x24 Agreement between United Parcel Service General Services Co. and VISaer dated June 26, 2001 together with Amendments 1 to 7 and the Universal Addendum thereto. 2.2 The following words shall be interpreted as designated: (i) "or" connotes any combination of all or any of the items listed; (ii) where "including" is used to refer to an example or begins a list of items, such example or items shall not be exclusive; and, (iii) "specified" or "set forth" requires that an express statement is contained in the relevant document (iv) words importing the singular number include the plural and vice versa and words importing gender include all genders (v) the term "person" includes any natural person, firm, association, partnership, corporation, governmental agency, or other entity other than the parties; (vi) the words "hereof", "herein", "hereby" and other words of similar import refer to this Agreement as a whole. View More