Definitions

Definitions. All capitalized terms not otherwise defined herein are used as defined in the Credit Agreement.

Definitions. The following terms shall have the following meanings: "2014 Stock Option Plan" shall mean the Company's 2014 Stock Option and Grant Plan, effective as of the date hereof, as amended from time to time. "ACAS Investor" shall mean American Capital, Ltd. and its Permitted Transferees. "Adverse Claim" shall have the meaning set forth in Section 7-302 of the applicable Uniform Commercial Code. "Affiliate" shall mean, with respect to any specified Person, (a) any other Person which directly or... indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise) and (b) with respect to any natural Person, any member of the Family Group of such natural Person. "Affiliated Fund" shall mean each corporation, trust, limited liability company, general or limited partnership or other entity under common control with any Person or advised, managed or sub-advised by the investment adviser to such Person or an investment adviser affiliated with such investment adviser. "Aggregate Consideration" shall have the meaning set forth in Section 4.2. "Agreement" shall have the meaning set forth in the Preamble. "Ares Investor" shall mean Ares Capital Corporation and its Permitted Transferees. "Awards" shall have the meaning set forth in the 2014 Stock Option Plan. "Award Agreement" shall have the meaning set forth in the 2014 Stock Option Plan. "Award Stock" shall have the meaning set forth in the 2014 Stock Option Plan. "Board" shall have the meaning set forth in Section 2.1.1. "Board Observer" shall have the meaning set forth in Section 2.2 "Budget" shall have the meaning set forth in Section 7.1.4. "business day" shall mean a day other than Saturday, Sunday or other day on which commercial banks located in Manhattan, New York are authorized or required by law to be closed for business. "Capital Stock" shall mean the capital stock of the Company, including (i) the Common Stock (ii) the Series A Preferred Stock and (iii) the Series A-1 Preferred Stock. "Change of Control" shall mean the first to occur of (i) any transaction or series of related transactions that result in any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) acquiring shares of Capital Stock that represent more than 50% of the total voting power of the Company or (ii) a sale or disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis, in each case (i.e., of clause (i) and (ii)) other than a transaction or series of transactions which results in at least 50% of the combined voting power of the then outstanding voting Equity Securities of the Company (or any successor to the Company) immediately following the closing of such transaction (or series of transactions) being beneficially owned, directly or indirectly, by individuals and entities (or Affiliates of such individuals and entities) who were the beneficial owners, respectively, of at least 50% of the outstanding voting power of the Company immediately prior to such transaction (or series of transactions). "Charter" shall mean the Company's Second Amended and Restated Certificate of Incorporation, as filed on April 21, 2015, amended from time to time. "Closing" shall have the meaning set forth in the Preamble. "Commission" shall mean the Securities and Exchange Commission. "Common Stock" shall mean the common stock, par value $0.001 of the Company, or, in the event that the outstanding shares of common stock are hereafter recapitalized, converted into or exchanged for different stock or securities of the Company or its Affiliates, such other stock or securities. "Company" shall have the meaning set forth in the Preamble. "Controlling Sponsors" shall mean, as of any date, the holder(s) of a majority of the Series A Preferred Stock that is held by all Sponsors as of such date. "Convertible Securities" shall mean any evidence of indebtedness, shares of stock (other than Common Stock) or other securities (other than Warrants) which are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock. "Covered Person" shall have the meaning set forth in Section 6.4.1. "Drag-Along Notice" shall have the meaning set forth in Section 4.2. "Drag-Along Sale Percentage" shall have the meaning set forth in Section 4.2. "Drag-Along Sellers" shall have the meaning set forth in Section 4.2. "Equity Securities" shall mean, with reference to the Company or any of its Subsidiaries, any shares of any of its capital stock, equity interests or any securities convertible into or exchangeable for any shares of its capital stock or other equity interests. "Equivalent Shares" shall mean, at any date of determination, (a) as to any outstanding shares of Common Stock, such number of shares of Common Stock and (b) as to any outstanding shares of Series A Preferred Stock, Series A-1 Preferred Stock, Warrants or Convertible Securities, the maximum number of shares of Common Stock for which or into which such Series A Preferred Stock, Series A-1 Preferred Stock, Warrants or Convertible Securities may at the time be exercised, converted or exchanged (or which will become exercisable, convertible or exchangeable on or prior to, or by reason of, the transaction or circumstance in connection with which the number of Equivalent Shares is to be determined). "Exchange Act" shall mean the Securities Exchange Act of 1934, as in effect from time to time. "Fair Market Value" shall have the meaning as determined by the Board in good faith taking into account relevant factors in accordance with applicable law (including applicable tax rules). "Family Group" means, with respect to a Person who is an individual, (i) such individual's spouse and descendants (whether natural or adopted), parents and such parent's descendants (whether natural or adopted) (collectively, for purposes of this definition, "relatives"), (ii) such individual's executor or personal representative, or (iii) any trust, the trustee of which is such individual or such individual's executor or personal representative and which at all times is and remains solely for the benefit of such individual and/or such individual's relatives. "Fully-Exercising Holder" shall have the meaning set forth in Section 5.1.2(a). "GE Investor" shall mean GE Capital Equity Investments, Inc. and its Permitted Transferees. "Governmental Authority" shall mean any United States or foreign government (federal, state or local), regulatory authority, governmental department, agency, commission, board, tribunal, bureau, governmental instrumentality, or court, judiciary or administrative authority or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of any nation, or any province or state or other subdivision thereof or any municipality, district or other subdivision thereof. "Indemnitee" shall have the meaning set forth in Section 6.4.3. "Independent Director" shall have the meaning set forth in Section 2.1.2(a). "Indirect Rollover Investor" shall have the meaning set forth in the Preamble. "Initial Public Offering" shall mean an initial public offering, after the Closing, of the Common Stock pursuant to an offering registered under the Securities Act, other than any such offerings which are registered on Forms S-4 or S-8 under the Securities Act. "Initiating Sponsors" shall have the meaning set forth in Section 6.1.1. "Issuance" shall have the meaning set forth in Section 5. "Joinder Agreement" shall have the meaning set forth in the Preamble. "Kinderhook" shall have the meaning set forth in Section 2.1.2(b). "Majority Holders" shall mean, as of any date, the holders of a majority of the Shares outstanding on such date, other than the Shares held by the Sponsors, the Managers and their respective Affiliates. "Managers" shall have the meaning set forth in the Preamble. "New Securities" shall have the meaning set forth in Section 5. "Original Agreement" shall have the meaning set forth in the Recitals. "Other Investors" shall have the meaning set forth in the Preamble. "Other Securities" shall have the meaning set forth in Section 5.1.3. "Oversubscription Period" shall have the meaning set forth in Section 5.1.2(a). "Participating Buyer" shall have the meaning set forth in Section 5.1.2. "Participating Seller" shall have the meaning set forth in Section 4.1.2 and 4.2. "Participation Notice" shall have the meaning set forth in Section 5.1.1. "Participation Offerees" shall have the meaning set forth in Section 5.1.1. "Participation Portion" shall have the meaning set forth in Section 5.1.1(a). "Permitted Transferee" shall mean any Person that acquires or receives Shares in a Transfer pursuant to Sections 3.1.1, 3.1.2 or 3.2. "Person" shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a government or any branch, department, agency, political subdivision or official thereof. "Pre-Emptive Exercise Period" shall have the meaning set forth in Section 5.1.2(a). "Price Per Equivalent Share" shall mean the Board's good faith determination of the price per Equivalent Share of any Convertible Securities or Warrants which are the subject of an Issuance pursuant to Section 5 hereof. "Prospective Buyer" shall mean any Person proposing to purchase shares from a Prospective Selling Sponsor. "Prospective Selling Sponsor" shall have the meaning set forth in Section 4.1 and Section 4.2. "Prospective Subscriber" shall have the meaning set forth in Section 5.1.1(a). "Public Offering" shall mean a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act. "Purchase Agreement" shall mean the Stock Purchase Agreement, dated as of July 28, 2014 by and among Tectum, THI – Undercover Holdings, LLC, the Company and TA THI Buyer, Inc. "Registrable Securities" shall mean (a) all shares of Common Stock, (b) all shares of Common Stock issuable upon exercise, conversion or exchange of any share of Series A Preferred Stock, Series A-1 Preferred Stock, Warrant or Convertible Security and (c) all shares of Common Stock directly or indirectly issued or issuable with respect to the securities referred to in clauses (a) or (b) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case constituting Shares. As to any particular Registrable Securities, such shares shall cease to be Registrable Securities when: (i) such shares shall have been Transferred in accordance with the terms of this Agreement by a holder of Shares to any person who is not a Permitted Transferee thereof or is not a Stockholder; (ii) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement; (iii) such securities shall have been Transferred pursuant to Rule 144; (iv) subject to the provisions of Section 10 hereof, such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration of them under the Securities Act or (v) such securities shall have ceased to be outstanding. "Registrable Sponsor Securities" shall have the meaning set forth in Section 6.1.1. "Rollover Investor" shall have the meaning set forth in the Recitals. "Rollover Investor Director" shall have the meaning set forth in Section 2.1.2(b). "Rollover Observer" shall have the meaning set forth in Section 2.2. "Rule 144" shall mean Rule 144 under the Securities Act (or any successor rule). "Rule 145 Transaction" shall mean a registration on Form S-4 pursuant to Rule 145 of the Securities Act (or any successor Form or provision, as applicable). "Sale of the Company" shall mean a Change in Control following which or in connection with which the Sponsors have Transferred (other than to a Permitted Transferee) all of their Shares. "Securities Act" shall mean the Securities Act of 1933, as in effect from time to time. "Series A Preferred Stock" shall mean the Company's Series A Participating Convertible Preferred Stock, par value $0.001 per share. "Series A-1 Preferred Stock" shall mean the Company's Series A-1 Participating Convertible Preferred Stock, par value $0.001 per share "Shares" shall mean all shares of Series A Preferred Stock, Series A-1 Preferred Stock or units of other Equity Securities originally issued to, or issued with respect to shares or units originally issued to, or held by, a Sponsor, Investor or Manager, whenever issued, including all shares of Common Stock issued upon the exercise, conversion or exchange of any Warrants or Convertible Securities, including, with respect to a Manager, all shares of Common Stock issued upon the exercise, conversion or exchange of any Awards. "Shelf Registration Statement" means a registration statement filed with the Commission on either (a) Form S-3 (or any successor form or other appropriate form under the Securities Act) or (b) if the Company is not permitted to file a registration statement on Form S-3, an evergreen registration statement on Form S-1 (or any successor form or other appropriate form under the Securities Act), in each case for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) covering the Registrable Securities, as applicable. "SPA" shall have the meaning set forth in the Recitals. "Sponsors" shall have the meaning set forth in the Preamble. "Sponsor Director" shall have the meaning set forth in Section 2.1.2(a). "Sponsor Nominated Directors" shall have the meaning set forth in Section 2.1.2(a). "Sponsor Observer" shall have the meaning set forth in Section 2.2. "Stockholders" shall have the meaning set forth in the Preamble. "Sub Board" shall have the meaning set forth in Section 2.1.3. "Subsidiary" shall mean any Person in which the Company owns, directly or indirectly, stock or other equity securities or interests possessing fifty percent (50%) or more of the total combined voting power of such Person or otherwise has the power to direct the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. "Tag-Along Notice" shall have the meaning set forth in Section 4.1.1. "Tag-Along Sale Percentage" shall have the meaning set forth in Section 4.1.1(a). "Tag-Along Sellers" shall have the meaning set forth in Section 4.1.2. "Tectum" shall have the meaning set forth in the Recitals. "Tectum Rollover Interests" shall have the meaning set forth in the Recitals. "Total Equivalent Ownership" shall mean, with reference to any holder of Equity Securities, the total number of Equivalent Shares represented by the total number of Equity Securities owned by such holder of Equity Securities. "Transfer" shall mean any direct or indirect sale, transfer, assignment, pledge, distribution, encumbrance or other transfer or disposition (whether with or without consideration and whether voluntary, involuntary or by operation of law, including to the Company or any of its Subsidiaries) of any interest. "Undersubscription Notice" shall have the meaning set forth in Section 5.1.2(a). "Warrants" shall mean any warrants to subscribe for, purchase or otherwise directly acquire Capital Stock. View More

Definitions. For purposes of this Agreement: "Affiliate" means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.... "Common Stock" means shares of the Company's common stock, par value $0.001 per share. "Damages" means any loss, damage, or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. "Derivative Securities" means any securities or rights, other than Series A Preferred Stock, convertible into, or exercisable or exchangeable for (in each case, directly or indirectly) Common Stock, including options and warrants. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Excluded Registration" means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. "Form S-1" means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. "Form S-2" means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. "Form S-3" means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC. "GAAP" means generally accepted accounting principles in the United States. "Holder" means any holder of Registrable Securities who is a party to this Agreement. "Immediate Family Member" means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein. "Initiating Holders" means, collectively, Holders who properly initiate a registration request under this Agreement. "IPO" means the Company's first underwritten public offering of its Common Stock under the Securities Act. "Major Investor" means any Investor that, individually or together with such Investor's Affiliates, holds at least 50,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof); provided, however, that Greg Robitaille and Alan Heller shall each be deemed to be a Major Investor as such term is used herein for so long as, individually or together with his respective Affiliates, he holds any shares of Registrable Securities. 2 "New Securities" means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. "Person" means any individual, corporation, partnership, trust, limited liability company, association or other entity. "Preferred Stock" means, collectively, shares of the Company's Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock. "Registrable Securities" means (i) the Common Stock issuable or issued upon conversion of the Series B Preferred Stock, Series B-l Preferred Stock or Series C Preferred Stock, (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company (other than Series A Preferred Stock), acquired by the Investors after June 19, 2009 and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Section 2.12 of this Agreement. "Registrable Securities then outstanding" means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities. "Restricted Securities" means the securities of the Company required to bear the legend set forth in Section 2.13(b) hereof. "SEC" means the Securities and Exchange Commission. "SEC Rule 144" means Rule 144 promulgated by the SEC under the Securities Act. "SEC Rule 144(k)" means Rule 144(k) promulgated by the SEC under the Securities Act. "SEC Rule 145" means Rule 145 promulgated by the SEC under the Securities Act. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Selling Expenses" means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section 2.6. 3 "Series A Preferred Stock" means shares of the Company's Series A Preferred Stock, par value $0.001 per share. "Series B Preferred Stock" means shares of the Company's Series B Preferred Stock, par value $0.001 per share. "Series B-1 Preferred Stock" means shares of the Company's Series B-1 Preferred Stock, par value $0.001 per share. "Series C Preferred Stock" means shares of the Company's Series C Preferred Stock, par value $0.001 per share. View More

Definitions. For purposes of this Agreement: (a) "Beneficial Owner" has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided that Beneficial Owner will exclude any Person otherwise becoming a Beneficial Owner by reason of the shareholders of the Company approving a merger of the Company with another entity. (b) "Board" means the Board of Directors of the Company. (c) "Change in Control" means the earliest to occur after the date of this Agreement of any of the following... events: (i) Acquisition of Securities by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of shares of the Company representing twenty five percent (25%) or more of the combined voting power of the Company's then outstanding shares; (ii) Change in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition of Change in Control) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board; (iii) Corporate Transactions. The effective date of a merger, amalgamation or consolidation of the Company with any other entity, other than a merger, amalgamation or consolidation which would result in the voting shares of the Company outstanding immediately prior to such merger, amalgamation or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting shares of the surviving or amalgamated entity outstanding immediately after such merger, amalgamation or consolidation and with the power to elect a majority of the Board or other governing body of such surviving or amalgamated entity; 10. (iv) Liquidation. The approval by the shareholders of the Company of a complete liquidation and winding-up of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; and (v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement. (d) "Corporate Status" describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company. (e) "Disinterested Director" means a non-executive director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee. (f) "Dodd-Frank Act" means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. (g) "Enterprise" means the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary. (h) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (i) "Expenses" includes all documented and reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also will include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local, or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses will not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee. (j) "Person" for purposes of the definition of Beneficial Owner and Change in Control set forth above, will have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided that Person will exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company. (k) "Proceeding" includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason of any action taken by him or her or of any inaction on his or her part while 11. acting as an officer or director of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other Enterprise; in each case whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under this Agreement. (l) "Sarbanes-Oxley Act" will mean the Sarbanes-Oxley Act of 2002, as amended. (m) "SEC" will mean the Securities and Exchange Commission. (n) "Securities Act" will mean the Securities Act of 1933, as amended. View More

Definitions. For purposes of this Warrant, the following terms shall have the following meanings: (a)"Nasdaq" means www.Nasdaq.com. (b) "Closing Sale Price" means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by... Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period. (c) "Common Stock" means the Company's common stock, par value $0.0001, and any other class of securities into which such securities may hereafter be reclassified or changed. (d) "Common Stock Equivalents" means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. (e)[Intentionally Omitted]. (f) "Person" and "Persons" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. (g) "Principal Market" means the principal securities exchange or trading market where such Common Stock is listed or quoted, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets. (h) "Market Price" means the highest traded price of the Common Stock during the one hundred and fifty Trading Days prior to the date of the respective Exercise Notice. (i) "Trading Day" means any day on which the Common Stock is listed or quoted on its Principal Market, provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day. View More

Definitions. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.

Definitions. Unless otherwise defined in this Amendment, each capitalized term used in this Amendment has the meaning assigned to such term in the Credit Agreement.

Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

Definitions. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

Definitions. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this First Amendment, shall have the meaning ascribed such term in the Credit Agreement.