Definitions

Definitions. As used in this Agreement, the terms that are underlined or listed below shall have the following meanings:

Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

Definitions. As used in this Agreement, the following terms shall have the following meanings: "Allowed Delay" has the meaning given to such term in Section 2(c)(ii). "Base Amount" means 58,000, as appropriately adjusted for any stock dividends, splits, combinations or reclassifications of the Common Stock occurring after the date hereof. "Blackout Amount" means an amount equal to the aggregate Base Amount for all Trading Days during an Allowed Delay; provided, however, that such Blackout Amount... shall be reduced (i) in accordance with the definition of Daily Trading Limit and (ii) by the amount of any block-trade of shares of Common Stock pursuant to Section 5(b)(ii). "Block-Trade Amount" means, with respect to an Allowed Delay, an amount equal to the lesser of (i) the aggregate Base Amount for all Trading Days during such Allowed Delay, or (ii) 250,000. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the applicable laws of, or are in fact closed in, the State of Texas. "Closing Date" has the meaning given to such term in the Purchase Agreement. "Common Stock" means the Company's Common Stock, par value $.001 per share, and any securities into which such shares may hereinafter be reclassified. "Daily Trading Limit" means, with respect to any Trading Day, the sum of (i) the Base Amount, and (ii) the Deferred Amount; provided, however, that in no event shall the Daily Trading Limit on any Trading Day exceed twice the Base Amount. For the purposes of calculating the Daily Trading Limit, any amounts sold on a Trading Day shall be credited first to the Base Amount for such Trading Day, second to the Ordinary Trading Deficit; and third to any remaining Blackout Amount. "Deferred Amount" means, with respect to any Trading Day, a number equal to (A)(i) the aggregate Base Amount for the ten (10) Trading Days immediately preceding such Trading Day (but, for the purposes of this part (A)(i), any Trading Days occurring during an Allowed Delay shall not be included), less (ii) the aggregate number of shares of Common Stock actually Transferred by the Holder during such ten (10) Trading Day period ((i) minus (ii) being the "Ordinary Trading Deficit")), plus (B) the remaining Blackout Amount. "Effectiveness Period" has the meaning given to such term in Section 3(a). "Issued Shares" has the meaning given to such term in the recitals. "Ordinary Trading Deficit" has the meaning given such term in the definition of the "Deferred Amount" in this Section 1. "Principal Market" means, with respect to the Common Stock, the New York Stock Exchange, or if the Common Stock is not traded on the New York Stock Exchange, then the principal securities exchange or trading market (including the over-the-counter market or any "bulletin-board" based market) for shares of the Common Stock. "Prospectus" means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and (ii) any "free writing prospectus" as defined in Rule 405 under the 1933 Act. "Register," "registered" and "registration" refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document. "Registrable Securities" means (i) the shares of Common Stock acquired by Holder pursuant to the Purchase Agreement and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided, however, that, a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale without restriction (including -2- any restriction relating to the availability of current public information about the Company) by the Holder pursuant to Rule 144. "Registration Statement" means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. "Restricted Period" has the meaning set forth in Section 5(a). "SEC" means the U.S. Securities and Exchange Commission. "Trading Day" means each Monday, Tuesday, Wednesday, Thursday and Friday during the Restricted Period other than a day on which securities are not traded on the Principal Market. "Transfer" means, with respect to the Common Stock or any other security and subject to Section 7 of this Agreement, any offer, pledge, sale, entry into a contract to sell, sale of any option or contract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant to purchase, loan of, or other transfer or disposal of, directly or indirectly, such Common Stock or other security or any portion of the economic consequences of the ownership of such Common Stock or other security, whether any such transaction is to be settled by delivery of Common Stock, cash or such other securities. "1933 Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. View More

Definitions. Except as otherwise defined in this Amendment, initially capitalized terms used herein shall have the meanings assigned to such terms in the Loan Agreement.

Definitions. 1.2. "Approved Vendor List" (AVL) shall mean the list of suppliers or component manufacturers approved as sources of supply for each component. 1.3. "Blanket Purchase Order" — shall mean the written instrument issued by Harmonic during the Term against which Releases shall be issued, but which in itself is not a binding commitment to purchase Product, nor sets any date for delivery; 1.4. "Custom engineered component" (CEC) shall mean a build to print component that is built to a... specification and only used in Harmonic's Product. 1.5. "Finished Goods" a Product which is physically complete, has passed final test and inspection, and has been transacted and physically moved to the Finished Goods location. 1.6. "Minimum Order Quantity (MOQ) List" shall mean a list of parts that have a minimum order purchase quantity requirement. 1.7. "Products" shall mean the items consisting of hardware and software components to be manufactured by Plexus in accordance with Harmonic's specifications and delivered to Harmonic as a completed product, including (i) any successor, follow-up, enhanced, or modified version of these Products, and (ii) any other goods which the parties agree in writing shall be subject to this Agreement. 1.8. "Purchase Order" shall mean the written instrument issued by Harmonic during the Term which is a binding commitment to purchase specific Products or services and which establishes dates for delivery; Harmonic Inc. / Plexus Confidential Page 2 Harmonic-Plexus PSA 17 September 03 1.9. "Release" shall mean any written request issued by Harmonic pursuant to a Blanket Order by which a purchase commitment is made and the delivery date for all or part of the Blanket Order is set; 1.10. "Order" shall mean, collectively, Purchase Order, Blanket Purchase Order, and Releases. 1.11. "Services" shall mean the services to be provided by Plexus to Harmonic including but not limited to, prototype development and manufacturing, test development, product manufacturing, system assembly, order fulfillment, and repair. 1.12. "Specification" shall mean the Harmonic manufacturing specifications made available to Plexus, including but not limited to bill of materials, test specifications, and assembly drawings, applicable to each Product as designated on the Order. 1.13. "Transition period" shall mean the period of time Harmonic is transitioning the manufacture of its products to Plexus which shall end the earlier of: i) June 30, 2004; or ii) when receipts, open orders, and forecast total at least ten million dollars per quarter. 1.14. "Work Product" shall mean the Product, any and all recommendations, findings, reports, designs, drawings, diagrams, plans, specifications, writings of any nature, photographs, artwork, audio and visual works, computer programs, inventions, discoveries, and improvements developed, written, made, conceived or reduced to practice in the course of or arising out of the Services performed by Plexus for Harmonic under this Agreement. View More

Definitions. The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof): "Amendment" is defined in the preamble. "Borrower" is defined in the preamble. "Credit Agreement" is defined in the first recital. "Existing Credit Agreement" is defined in the first recital. "First Amendment Effective Date" is defined in Article III. SECTION 1.2. Other Definitions. Terms for which meanings are provided... in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings. View More

Definitions. Unless defined in this Amendment, capitalized terms used in this Amendment (including the preamble) shall have the meaning given such terms in the Agreement.

Definitions. (a) The definition of "Additional Capital Expenditures Basket" in Section 1.1 of the Credit Agreement shall be deleted. (b) The following new defined terms shall be inserted into Section 1.1 of the Credit Agreement in the appropriate alphabetical location: "Amendment No. 4" shall mean Amendment No. 4 to this Agreement dated as of August 14, 2008." "Expired Capital Expenditure Basket" means the sum of (a) Seventy-Five Million Dollars ($75,000,000) plus (b) the Net Cash Proceeds from the offering... of equity securities of the Borrower or any of its Restricted Subsidiaries made after the Acquisition Date and before the date of Amendment No. 3. For purposes of the definition of "Permitted Acquisition" in this Section 1.1 and of Section 11.3(j) hereof, the Expired Capital Expenditure Basket shall be deemed to be utilized to the extent that it was used by the Borrower to increase the amount of Capital Expenditures permitted to be made by it before the date of Amendment No. 3 in accordance with Section 10.3 hereof as in effect before giving effect to Amendment No. View More

Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meanings provided therefor in the Credit Agreement.

Definitions. (b) The following terms shall have the meanings assigned thereto in the Uniform Commercial Code in effect in the State of North Carolina on the date hereof: Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Commingled Goods, Consumer Goods, Deposit Account, Document, Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Manufactured Home, Proceeds, Software, Standing Timber, Supporting... Obligation and Tangible Chattel Paper. (c) As used herein, the following terms shall have the meanings set forth below: "Collateral" has the meaning provided in Section 2 hereof. "Copyright License" means any written agreement, naming any Grantor as licensor, granting any right under any Copyright including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement. "Copyrights" means (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement, and (b) all renewals thereof including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement. "Patent License" means any agreement, whether written or oral, providing for the grant by or to a Grantor of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement. "Patents" means (a) all letters patent of the United States or any other country and all reissues and extensions thereof, including, without limitation, any letters patent referred to in Schedule 6.17 to the Credit Agreement, and (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement. "Secured Obligations" means, without duplication, (a) all of the Obligations and (b) all costs and expenses incurred in connection with enforcement and collection of the Obligations, including Attorney Costs. "Trademark License" means any agreement, written or oral, providing for the grant by or to a Grantor of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement. "Trademarks" means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise, including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement, and (b) all renewals thereof. "UCC" means the Uniform Commercial Code. "Work" means any work that is subject to copyright protection pursuant to Title 17 of the United States Code. View More