Definitions

Definitions. Terms not defined herein shall have the meanings ascribed thereto in the Agreement.

Definitions. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the respective agreement to which the amendment relates.

Definitions. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the SPA. In addition, the following terms shall have the following meanings: "Change of Control" means the occurrence of any of the following events: (i) Licensee directly or indirectly sells, conveys or otherwise disposes of all or substantially all of Licensee's assets or business to a Third Party; (ii) Licensee or any of its controlling Affiliates merges with or into or consolidates with any Third... Party; (iii) there occurs any transaction or series of related transactions as a result of which twenty percent (20%) or more of the equity securities of Licensee or any of its controlling Affiliates are held, directly or indirectly, by a Third Party; or (iv) any other transaction or series of related transactions as a result of which a Third Party is able to elect a majority of the members of the board of directors of Licensee or any of its controlling Affiliates. For the purpose of this definition, a "controlling Affiliate" is an Affiliate that "controls" Licensee, as "control" is used in the definition of "Affiliate" in the SPA. "Confidential Information" has the meaning set forth in Section 7.3. "Field" means any field of use other than the development, manufacture, production, marketing or supply of products or services, or conduct of other commercial activities, of the kind developed, manufactured, produced, marketed, supplied or conducted by 1 Licensor, MEDOS or any of their respective Affiliates prior to Closing or during the Restricted Period. Notwithstanding the foregoing, the Field shall include the sale of materials by Licensee to Third Parties so long as such Third Parties do not directly or indirectly manufacture, distribute and/or sell products with respect to (i) cardiovascular surgery, including oxygenators, (ii) cardioplegia systems, (iii) Extra Corporeal Membrane Oxygenation ("ECMO") pumps, or (iv) drivers to be used with such ECMO pumps, ventricle assist devices or total artificial hearts. "Improvements" means any and all improvements, modifications or derivative works made to, or created from, any Licensed Technology. "Know-How" means any confidential unpatented or unpatentable invention, development, discovery, technology, biological material, compound, probe, sequence, technical information, method or other confidential information or material, in all cases to the extent, but only to the extent, not in the public domain. "Licensed Technology" means the Patent Rights identified on Exhibit A attached hereto and Know-How related thereto as and to the extent owned by Licensor as of the Effective Date. "Patent Right" means any and all U.S. or non-U.S. (a) patents, (b) patent applications, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, and all patents granted thereon, (c) patents-of-addition, reissues, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including supplementary protection certificates or the equivalent thereof, and (d) any other form of government-issued right substantially similar to any of the foregoing. "Product" means any product of Licensee that, but for the license granted to Licensee hereunder, would infringe, misappropriate or otherwise violate (as applicable) any of the Licensed Technology. "Subsidiaries" means Licensee's wholly-owned subsidiaries as such exist from time to time on or after the Effective Date for so long as such subsidiaries remain wholly owned by Licensee. "Term" has the meaning set forth in Section 6.1. "Territory" means the United States, its territories and possessions. "Third Party" means any Person other than Licensor, Licensee and any Subsidiaries. View More

Definitions. (a) Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms which are defined in the Uniform Commercial Code as in effect in the State of New York on the date hereof (the "UCC"), are used herein as so defined: Accession, Financial Asset, Proceeds and Security. (b) In addition, the following term shall have the following meaning: "Secured Obligations": means, without duplication, (i) all of the... obligations of the Credit Parties to the Collateral Agent and the Lenders, under the Credit Agreement or any other Credit Document (including, but not limited to, any interest accruing after the commencement of a proceeding by or against any Credit Party under any Debtor Relief Laws, regardless of whether such interest is an allowed claim under such proceeding), whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, howsoever evidenced, created, held or acquired, whether primary, secondary, direct, contingent, or joint and several, as such obligations may be amended, modified, increased, extended, renewed or replaced from time to time and (ii) all costs and expenses incurred in connection with enforcement and collection of the obligations described in the foregoing clause (i), including Attorney Costs. View More

Definitions. Terms used but not otherwise defined in this Agreement shall have the respective meanings given them in the Master Lease. In addition, the following terms used in this Agreement shall have the meanings set forth below: "Bank" means a commercial bank that has a rating of "A" or better by Standard & Poor's Corporation or Moody's Investors Service, or similar, nationally recognized, credit rating agency, and that serves as the issuer of the Letter of Credit. "Facilities" means the skilled... nursing facilities set forth on Exhibit A attached hereto. "Letter of Credit" means an irrevocable letter of credit that (a) is issued by a Bank in the form of attached Exhibit B (with such changes thereto as Lessor may approve in its sole discretion), (b) names Lessor and its assigns as beneficiary and (c) is delivered by Lessee to Lessor pursuant to this Agreement, together with any and all substitutes and replacements for such irrevocable letter of credit. The form of Letter of Credit delivered to Lessor by Lessee on the date of this Agreement has been approved by Lessor. View More

Definitions. The Buyer, the Seller, and Medallion are referred to collectively herein as the "Parties."

Definitions. All initially capitalized terms used but not defined in this Amendment shall have meanings ascribed to such terms in the Repurchase Agreement.

Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the Plan. Certain other terms used herein have definitions given to them in the first place in which they are used. In addition, the following terms shall have the meanings set forth in this Section 16.

Definitions. In this Agreement - (a) The term the "Act" means the Investment Company Act of 1940 as amended from time to time; (b) The term "account" means the shares of the Company registered on the books of the Company in the name of a shareholder under a particular account registration number and includes shares subject to instructions by the shareholder with respect to periodic redemptions and/or reinvestment in additional shares of any dividends payable on said shares; (c) The term "affiliate" of a... person shall mean a person controlling, controlled by, or under common control with that person; (d) The term "Class" shall mean each separate sub-class of a class of shares of the Company, as may now or in the future exist; (e) The term "Fund" shall mean each separate class of shares of the Company, as may now or in the future exist; (f) The term "officers' instruction" means an instruction given on behalf of the Company to the Agent and signed on behalf of the Company by any one or more persons authorized to do so by the Company's Board of Directors; (g) The term "prospectus" means the prospectus and Statement of Additional Information of the applicable Fund or Class from time to time in effect; (h) The term "shares" means shares including fractional shares of capital stock of the Company, whether or not such shares are evidenced by an outstanding stock certificate issued by the Company; (i) The term "shareholder" shall mean the owner of record of shares of the Company; (j) The term "stock certificate" means a certificate representing shares in the form then currently in use by the Company. View More

Definitions. Capitalized terms used herein shall have the meanings assigned in Annex A hereto, and if not otherwise defined therein shall have the meanings assigned in the Second Lien Credit Agreement.