Definitions

Definitions. 1.2 Borrower: Transnational Industries, Inc., a Delaware corporation, and Spitz, Inc., a Delaware corporation, individually, collectively, jointly and severally. 1.3. Closing Date: The date of the execution and delivery of this Agreement by Borrower and Lender. 1.4. Collateral: The real property and personal property pledged to Lender to secure the Loan pursuant to the Mortgage and the Assignments, including, without limitation, the Land and the improvements thereon. 1.5. Commitment... Letter: A certain Commitment Letter from Lender to Borrower dated December 19, 2004 1.6. Event of Default: The occurrence of any event described in Paragraph 5.1 hereof. 1.7. Governmental Authority: The United States of America, the Commonwealth of Pennsylvania, and any political subdivision thereof in which the Land is located including without limitation the County of Delaware, the Township of Chadds Ford, and any agency, department, court, commission, board, bureau or instrumentality of any of them which exercises jurisdiction over the Land or Borrower. 1.8. Land: The real property currently occupied by Borrower located at Route 1, Chadds Ford Township, Delaware County, Pennsylvania, being Folio No. 04-00-00034-02, as more particularly described on Exhibit "A" to the 1 Mortgage, together with all of the property rights, title, interests, easements and other rights appurtenant to such real property and defined in the Mortgage as the Mortgaged Property. 1.9. Legal Requirements: All applicable laws, statutes, ordinances, rulings, regulations, codes, decrees, orders, judgments, conditions, restrictions and requirements of any Governmental Authority, including, without limitation, agreements, requirements, restrictions and conditions related to any permit, approval or other grant of authority. 1.10. Loan: The credit facility of Three Million Two Hundred Thousand ($3,200,000.00) Dollars to be advanced by Lender to Borrower pursuant to this Agreement and to be evidenced by the Note and secured by, among other things, the Mortgage and the Assignments. 1.11. Loan Documents: All agreements, documents, instruments, certificates, legal opinions and other papers executed and delivered or otherwise furnished by Borrower to Lender in connection with the Loan including, without limitation, this Agreement, the Commitment Letter, the Note, the Mortgage, and the Assignments. 1.12. Maturity Date: January 13, 2024. 1.13. Mortgage: The mortgage of even date herewith from Borrower to Lender granting a first lien mortgage and security interest in, among other things, (i) the Land, and (ii) all personal property of Borrower located on the Land. 1.14. Note: The mortgage note of even date herewith from Borrower to Lender evidencing the Loan in the amount of Three Million Two Hundred Thousand ($3,200,000.00) Dollars and all extensions, renewals and modifications thereof. 1.15. Permitted Exceptions: The title exceptions not removed at the closing of the Loan from Title Insurance Commitment No. 03-1156 dated effective October 30, 2003, issued by Strong Abstract, Inc. agent for First American Title Insurance Company, as approved by Lender in its sole discretion. 1.16. Title Agent: Strong Abstract, Inc., agent for First American Title Insurance Company. View More

Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to those terms in the Master Loan Agreement dated as of June 29, 2009, between the Company and CoBank, as same may have been amended (the "MLA").

Definitions. All terms defined in the Uniform Commercial Code in effect from time to time in the State and used herein shall have the same definitions herein as specified therein; provided, 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. As used herein, the following terms have the following meanings: "Code" means the Uniform Commercial... Code from time to time in effect in the State. "Collateral" means the Pledged Interests and all Proceeds. "Issuer" means each issuer of Pledged Interests listed on Schedule 1 hereto. "Obligations" shall mean (a) the principal of, and interest on, the Note, and any renewal, extension or refinancing thereof; (b) all debts, liabilities, obligations, covenants and agreements of Pledgor contained in the Transaction Documents; and (c) any and all other debts, liabilities and obligations of Pledgor to Seatac. "Pledged Interests" means the membership interests, shares of capital stock or other equity interests listed on Schedule 1 hereto, together with all membership or stock certificates, options or rights of any nature whatsoever that may be issued or granted by Issuer to Pledgor in respect of the Pledged Interests while this Agreement is in effect. "Proceeds" means all "proceeds" as such term is defined in Section 9-102 of the Code and shall include, without limitation, all dividends or other income from the Pledged Interests, collections thereon, or distributions with respect thereto. "Securities Act" means the Securities Act of 1933, as amended. "State" means the State of California. View More

Definitions. In addition to the terms defined elsewhere in this Agreement, (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement, and (b) the following terms have the meanings indicated:

Definitions. Unless otherwise defined in this Third Amendment, each capitalized term used in this Third Amendment (including in the preliminary statement above) has the meaning assigned to such term in the Credit Agreement.

Definitions. Asset Purchase Agreement (the "Agreement") entered into as of November 1, 2023, by and among GSM Holdings, Inc., a Delaware corporation ("Buyer") and Acme United Corporation, a Connecticut corporation ("Seller"). Buyer and Seller are referred to collectively herein as the "Parties" and singularly as a "Party".

Definitions. Capitalized terms used and not otherwise defined in this Agreement that are defined in the Merger Agreement shall have the meanings given such terms in the Merger Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1: "Affiliate" means affiliate as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. "Closing" has the meaning given in that certain Agreement and Plan of Merger, dated as of... August 31, 2020, by and among the Company, LFCA Merger Sub, Landsea Inc., and Stockholder. "Combined Ownership Percentage" means the sum of the aggregate Ownership Percentage of Stockholder and its Affiliates. "Company Stock" means the shares of capital stock of the Company from time to time outstanding. "Family Member" means, with respect to any Person, such Person's grandparents, parents, mother-in-law, father-in-law, husband, wife, brothers, sisters, brother-in-law, sisters-in-law, sons-in-law, children, grandchildren, aunts, uncles, nieces, nephews and first cousins. "Governing Documents" with respect to the Company and any of its Subsidiaries, means, collectively, such Person's certificate of incorporation, certificate of formation, bylaws, operating agreement or similar governing documents. "Indebtedness" means (i) indebtedness for borrowed money whether or not evidenced by bonds, notes, debentures or other similar instruments, including purchase money obligations or other obligations relating to the deferred purchase price of property, (ii) obligations as lessee under leases which have been recorded as capital leases and (iii) obligations under guaranties in respect of indebtedness or obligations of others of the kind referred to in clauses (i) through (ii) above, as reported in accordance with U.S. Generally Accepted Accounting Principles, provided that Indebtedness shall not include (A) trade payables and accrued expenses arising in the ordinary course of business and (B) indebtedness, obligations under guaranties and other liabilities owed by the Company to its Subsidiaries or among the Company's Subsidiaries. "Necessary Action" means, with respect to a specified result, all actions, to the fullest extent permitted by applicable law (including, in the case of any action by the Company that requires a vote or other action on the part of the Board, to the extent such action is consistent with the fiduciary duties that the Company's directors have in such capacity) necessary to cause such result, including, without limitation: (a) voting or providing a written consent or proxy with respect to the Company Stock; (b) causing the adoption of amendments to the Governing Documents; (c) executing agreements and instruments; and (d) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result. "Ownership Percentage" means, as of any date, the percentage of shares of Common Stock outstanding deemed beneficially owned by a stockholder of the Company, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided, however, that for purposes of determining the beneficial ownership of any stockholder under this Agreement, such stockholder shall be deemed to be the beneficial owner of any equity securities of the Company which may be acquired by such stockholder, whether within 60 days or thereafter, upon the conversion, exchange, or exercise of any warrants, options, rights or other securities issued by the Company or of its Subsidiaries, provided further that no Person shall be deemed to beneficially own any security solely as a result of such Person's execution of this Agreement. "Person" means any individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization or a government or any agency or political subdivision thereof. "Representatives" means, with respect to any Person, any of such Person's officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person. "Subsidiary" means, with respect to any Person, any corporation of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, limited liability company, association or other business entity of which a majority of the partnership, limited liability company or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, limited liability company, association or other business entity or is or controls the managing member or general partner or similar position of such partnership, limited liability company, association or other business entity. View More

Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall have, for all purposes of this resolution, the meanings herein specified.

Definitions. As used in this Note, the following initially capitalized terms shall have the meanings ascribed below.

Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall have, for all purposes of this resolution, the meanings herein specified. Applicable Exchange means NYSE American stock exchange or any other national securities exchange on which the Common Stock is listed. Board of Directors means the Board of Directors of the Corporation. Business Day means any day other than a Saturday, Sunday, or day on which banks in California or New York are required or permitted to close.... Common Stock means shares of common stock, par value $0.0001 per share, and stock of any other class of shares of the Corporation into which such shares may hereafter be reclassified or changed. Conversion Date has the meaning set forth in Section 4(e) below. Conversion Price means the price per share at which Common Stock shall be issuable upon conversion of the Series A Preferred Stock, and initially shall be $0.72 per share, subject to the adjustments set forth in Section 4(g). Corporation means AgeX Therapeutics, Inc., a Delaware corporation. Fair Value shall have the meaning set forth in Section 4(h) below. Holder means the person or entity in whose name shares of Series A Preferred Stock are registered on the then most current stock ownership record books of the Corporation. Junior Stock means (a) for purposes of Section 2 below, the Common Stock and any other class or series of stock of the Corporation not entitled to receive any dividends in any dividend period unless all preferential dividends required to have been paid or declared and set apart for payment on the Preferred Stock shall have been so paid or declared and set apart for payment and, (b) for purposes of Section 3 below, the Common Stock and any other class or series of stock of the Corporation not entitled to receive any assets upon the liquidation, dissolution or winding up of the affairs of the Corporation until the Preferred Stock shall have received the entire preferential amount to which such shares of Preferred Stock are entitled upon such liquidation, dissolution or winding up. Notice of Conversion means a written notice to the Corporation specifying the name and address of the Holder, the number of shares of Series A Preferred Stock to be converted, the number of shares of Series A Preferred Stock owned prior to the particular conversion, the number of shares of Common Stock owned prior to the particular conversion, and the date on which such conversion is to be effected if such date is other than the date of delivery of the Notice of Conversion (and share certificates evidencing the shares of Series A Preferred Stock being converted in the case of Series A Preferred Stock held in certificated form), which date may not be prior to the date the Notice of Conversion (and share certificates evidencing the Series A Preferred Stock being converted if shares of Series A Preferred Stock are held in certificated form) is delivered to the Corporation. Parity Stock means (a) for purposes of Section 2 below, Series B Preferred Stock of the Corporation and any other class or series of stock of the Corporation that, with respect to a particular class or series of stock of the Corporation, is entitled to receive payment of dividends on a parity with the referenced class or series of stock, and (b) for purposes of Section 3 below, Series B Preferred Stock of the Corporation and any other class or series of stock of the Corporation that, with respect to a particular class or series of stock of the Corporation is entitled to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation on a parity with the referenced class or series of stock. Preferred Stock means any class or series of stock of the Corporation ranking senior to the Common Stock in respect of the right to receive dividends or in respect of the right to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation. 2 Senior Stock means (a) for purposes of Section 2 below, any class or series of stock of the Corporation that is entitled to receive dividends before any dividends are paid to the Series A Preferred Stock, and, (b) for purposes of Section 3 below, any class or series of stock of the Corporation that is entitled to receive assets upon the liquidation, dissolution or winding up of the affairs of the Corporation before any assets are distributed to the Series A Preferred Stock. Series A Preferred Stock means the Series A Convertible Preferred Stock of the Corporation. Subscription Price means One Hundred Dollars ($100.00) per share of Series A Preferred Stock subject to proportional adjustment for any stock split, reverse stock split, stock dividend, combination, recapitalization or the like with respect to Series A Preferred Stock. Subsidiary means any corporation of which shares of stock possessing at least a majority of the general voting power in electing the board of directors are, at the time as of which any determination is being made, owned by the Corporation, whether directly or indirectly through one or more corporations or other business entities. View More