Definitions. EXHIBITS: Exhibit A: Defined Terms Exhibit D: Memorandum of Term Exhibit B: Floor Plan of Premises Exhibit E: Building Rules Exhibit C: Work Letter
Definitions. "Additional Rent" shall mean Additional Rent as defined in Paragraph 32. "Additions to Purchase Price" has the meaning set forth in Paragraph 13(b)(i)(B). "Adjoining Property" shall mean all sidewalks, curbs, gores and vault spaces adjoining the Leased Premises. "Alteration" or "Alterations" shall mean any or all changes, additions (whether or not adjacent to or abutting any then existing buildings), expansions (whether or not adjacent to or abutting any then existing buildings), improvements,... reconstructions, removals or replacements of any of the Improvements or Equipment, both interior or exterior, and ordinary and extraordinary. "Basic Rent" shall mean Basic Rent as defined in Paragraph 6. "Basic Rent Payment Dates" shall mean the Basic Rent Payment Dates as defined in Paragraph 6. "Commencement Date" shall mean the Commencement Date as defined in Paragraph 5. "Condemnation" shall mean a Taking and/or a Requisition. "Default Rate" shall mean the Default Rate as defined in Paragraph 19(b)(iv). "Equipment" shall mean the Equipment as defined in Paragraph 1. "Event of Default" shall mean an Event of Default as defined in Paragraph 19(a). "Full Replacement Cost" has the meaning set forth in Paragraph14(a). "Impositions" shall mean the Impositions as defined in Paragraph 8. "Improvements" shall mean the Improvements as defined in Paragraph 1. "Insurance Requirement" or "Insurance Requirements" shall mean, as the case may be, any one or more of the terms of each insurance policy required to be carried by Tenant under this Lease and the requirements of the issuer of such policy, and whenever Tenant shall be engaged in making any Alteration or Alterations, repairs or construction work of any kind (collectively, "Work"), the term Insurance Requirement or Insurance Requirements shall be deemed to include a requirement that Tenant obtain or cause its contractor to obtain completed value builder's risk insurance when the estimated cost of the Work in any one instance exceeds the sum of Two Hundred Thousand ($200,000.00) Dollars and that Tenant or its contractor shall obtain worker's compensation insurance or other adequate insurance coverage covering all persons employed in connection with the Work, whether by Tenant, its contractors or subcontractors and with respect to whom death or bodily injury claims could be asserted against Landlord. "Insurance Premiums" has the meaning set forth in Paragraph14(b). "Land" shall mean the Land as defined in Paragraph 1. "Law" shall mean any constitution, statute or rule of law. "Leased Premises" shall mean the Leased Premises as defined in Paragraph 1. "Legal Requirement" or "Legal Requirements" shall mean, as the case may be, any one or more of all present and future Laws, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations and requirements, even if unforeseen or extraordinary, of every duly constituted governmental authority or agency (but excluding those which by their terms are not applicable to and do not impose any obligation on Tenant, Landlord or the Leased Premises) and all covenants, restrictions and conditions now of record, or of record in the future if created or filed by or with the consent of Tenant, which may be applicable to Tenant, Landlord (with respect to the Leased Premises) or to all or any part of or interest in Leased Premises, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of the Leased Premises, even if compliance therewith (i) necessitates structural changes or improvements (including changes required to comply with the Americans with Disabilities Act) or results in interference with the use or enjoyment of the Leased Premises or (ii) requires Tenant to carry insurance other than as required by the provisions of this Lease. "Lender" shall mean an entity identified as such in writing to Tenant which makes a Loan to Landlord, secured by a Mortgage and evidenced by a Note or which is the holder of the Mortgage and Note as a result of an assignment thereof. Initially, the Lender is JPMorgan Chase Bank, N.A., a banking association chartered under the law of the United States of America, together with its successors and assigns. "Loan" shall mean a loan made by a Lender to Landlord secured by a Mortgage and evidenced by a Note. -2- "Loan Documents" means all documents which evidence and secure the Loan, "Mortgage" shall mean a first priority mortgage, deed of trust or similar security instrument as the same may be amended or supplemented from time to time hereafter executed covering the Leased Premises from Landlord to Lender. "Net Award" shall mean the entire award payable to Landlord by reason of a Condemnation, less any reasonable expenses incurred by Landlord in collecting such award. "Net Proceeds" shall mean the entire proceeds of any insurance required under clauses (i), (iv), (v) or (vi) of Paragraph 14 (a), less any actual and reasonable expenses incurred by Landlord in collecting such proceeds. "Note" or "Notes" shall mean a Promissory Note or Notes hereafter executed from Landlord to Lender, which Note or Notes will be secured by a Mortgage and an assignment of leases and rents. "Permitted Encumbrances" shall mean those covenants, restrictions, reservations, liens, conditions, encroachments, easements and other matters of title that affect the Leased Premises as of the date of Landlord's acquisition thereof, excepting, however, any such matters arising from the acts of Landlord (such as liens arising as a result of judgments against Landlord). "Policy" and "Policies" have the meaning set forth in Paragraph 14(b). "Qualified Insurer" has the meaning set forth in Paragraph14(b). "REA" has the meaning set forth in Paragraph3(f). "Replaced Equipment" or "Replacement Equipment" shall mean the Replaced Equipment and Replacement Equipment, respectively, as defined in Paragraph 11(d). "Requisition" shall mean any temporary condemnation or confiscation of the use or occupancy of the Leased Premises by any governmental authority, civil or military, whether pursuant to an agreement with such governmental authority in settlement of or under threat of any such requisition or confiscation, or otherwise. "Restoration" shall mean the Restoration as defined in Paragraph 13(c)(i). "State" shall mean the State of California. "Taking" shall mean any taking of the Leased Premises in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation or other eminent domain proceedings or by any other means, or any de facto condemnation. "Term" shall mean the Term as defined in Paragraph 5. "Termination Date" shall mean the Termination Date as defined in Paragraph 13(b)(i)(A). -3- "Trade Fixtures" shall mean all fixtures, equipment and other items of personal property (whether or not attached to the Improvements) which are owned by Tenant and used in the operation of the business conducted on the Leased Premises.View More
Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Subscription Agreement. As used in this Agreement, the following terms shall have the following respective meanings: "Closing" and "Closing Date" shall have the meanings ascribed to such terms in the Subscription Agreement. "Commission" or "SEC" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Demand... Registrable Securities" shall mean (i) the Registrable Securities, (ii) securities issued or issuable in respect of the foregoing upon any stock split, stock dividend, recapitalization or similar event; and (iii) any other security issued as a dividend or other distribution with respect to, in exchange for or in replacement of the securities referred to in the preceding clauses; provided that all such shares shall cease to be Demand Registrable Securities at such time as they have been sold under a Registration Statement or pursuant to Rule 144 under the Securities Act or otherwise or at such time as they are eligible to be sold pursuant to Rule 144(b)(1). "Harborview Shareholders" shall mean The Corbran LLC, Harborview Master Fund, L.P., Harborview Value Master Fund, L.P. and Chex Associates LLC and any permitted transferee or transferees of a Harborview Shareholder's Registrable Securities. "Harborview Shares" shall mean the 1,177,196 shares of common stock of the Company owned in the aggregate by the Harborview Shareholders (which shall be in addition to any other Registrable Securities that may be registered by any of the Harborview Shareholders pursuant to clauses (i), (ii) and (iv) of the definition of Registrable Securities). "Holder" and "Holders" shall be used to refer to the Harborview Shareholders, Investors and Placement Agent collectively. "Investor" and "Investors" shall include each Investor, the Placement Agent and any permitted transferee or transferees of an Investor's Registrable Securities. "Permitted Free Writing Prospectus" means a free writing prospectus authorized for use by the Company in connection with any offering of Registrable Securities that has been filed with the SEC in accordance with Rule 433 under the Act . "Placement Agent" means Middlebury Securities, LLC and any authorized sub placement agents. The terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement. "Registrable Securities" shall mean: (i) the Common Stock or other securities issued or issuable to each Investor and to the Placement Agent or any of their respective permitted transferees or designees (a) in connection with the Offering (including upon conversion or tender of any Bridge Notes), (b) in connection with Investor's exercise of Warrants received in connection with the Offering, (c) in connection with the exercise of warrants received by the Placement Agent pursuant to the placement agent agreement, as amended, between Bacterin and the Placement Agent (the "Placement Agent Agreement"), (d) upon any distribution with respect to, any exchange for or any replacement of, any shares of Common Stock, or (e) upon any conversion, exercise or exchange of any securities issued in connection with any such distribution, exchange or replacement; (ii) securities issued or issuable in respect of the foregoing upon any stock split, stock dividend, recapitalization or similar event; (iii) the Harborview Shares; and (iv) any other security issued as a dividend or other distribution with respect to, in exchange for or in replacement of the securities referred to in the preceding clauses; provided that all such shares shall cease to be Registrable Securities at such time as they have been sold under a Registration Statement or pursuant to Rule 144 under the Securities Act or otherwise or at such time as they are eligible to be sold pursuant to Rule 144(b)(1). "Registration Expenses" shall mean all expenses to be incurred in connection with each Holder's registration rights under this Agreement not included in Selling Expenses, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and one counsel for the Holders, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company). "Registration Statement" shall have the meaning set forth in Section 2(a) herein. "Regulation D" shall mean Regulation D as promulgated pursuant to the Securities Act, and as subsequently amended. "Securities Act" or "Act" shall mean the Securities Act of 1933, as amended. "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities or Demand Registrable Securities, as the case may be. "Special Counsel" means the single attorney selected by Holders holding a majority in interest of the Common Stock (which attorney shall be reasonably acceptable to the Company) to represent the Holders' interests in connection with the registrations contemplated by this Agreement. "Time of Sale Information" means any preliminary prospectus together with each Permitted Free Writing Prospectus, if any, used in connection with any offering of Registrable Securities.View More
Definitions. For purposes of this Agreement all terms defined in this Agreement (including other exhibits to this Agreement) will be used in this Agreement without further definition. In addition, when delineated with initial capital letters, the following terms will have the following respective meanings: a) "Commercial Business" means the engraving of promotional products. b) "Crystal Blanks" means Crystal Products prior to subsurface engraving. c) ... "Crystal Products" means leaded or optical glass materials which have been etched by subsurface engraving by Laser Equipment. d) "Insurance Requirements" shall mean all terms of any Insurance policy obtained by Owner or Crystal Magic covering or applicable to the Laser Equipment, the Retail Center or the Laser Decorative Engraving Business. e) "Laser Equipment" means laser subsurface engraving machines. f) "Laser Decorative Engraving Business" means the etching of the Crystal Blanks. For purposes of this Agreement, Laser Decorative Engraving Business shall exclude Commercial Business. g) "Legal Requirements" shall mean all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, and requirements of all governmental authorities, foreseen or unforeseen, which now or at any time hereafter may be applicable to the Retail Centers or the Laser Decorative Engraving Business, including (a) all federal, state, and local laws, regulations, and ordinances pertaining to employment laws, (b) all federal, state, and local laws, regulations, and ordinances pertaining to tax matters; and (c) all laws, codes, and regulations pertaining to zoning, land use, healthy or safety. h) "Licensed Decorative Products" means Crystal Products which are used for decorative purposes under a Patent Sub-License Agreement ("Patent Sublicense") to which Owner is a party. i) "Operative Documents" means this Agreement, the Confidentiality and Non-Circumvention Agreement, the Security Agreement, and all other agreements, instruments, documents, exhibits, schedules and certificates executed and delivered by or on behalf of Owner or Crystal Magic pursuant to this Agreement j) "Retail Business" means the sale of Crystal Products at Retail Centers to final customers (consumers). k) "Retail Centers" means the locations where the Crystal Products are sold to consumers. l) "Theme Park" means any amusement complex such as Disneyland, Six Flags, Sea World, but shall exclude gaming and general vacation sites. m) "Wholesale Business" means the production of Crystal Products which are not sold directly to final customers in a Retail Center. With respect to any Business of Crystal Magic, the definitions of its Business shall include the Business activities of Crystal Magic as well as its subsidiaries, partners, affiliates, owners, and other entities in common control (whether wholly or in part) with Crystal Magic.View More
Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Formation Document.
Definitions. For purposes of this Agreement, the terms defined in Exhibit A shall have the defined meanings set forth in Exhibit A. Unless otherwise noted, all dollar amounts are quoted in US dollars.
Definitions. Any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director of the Company, or while a director is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic... corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent of the Company, as described above.View More
Definitions. Any expense, liability, or loss, including attorneys' fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, paid or incurred in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any... of the foregoing in, any Proceeding relating to any Indemnifiable Event.View More
