Definitions

Definitions. Capitalized terms not defined herein and defined in the Asset Purchase Agreement shall have the meanings ascribed to them in the Asset Purchase Agreement. For purposes of this Agreement: (a) A Person shall be deemed to "Beneficially Own" a security if such Person has "beneficial ownership" of such security as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended. (b) "Constructive Sale" means, with respect to any security, a short sale or entering into or... acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of such security. (c) "Expiration Date" means twenty-four months after the Closing Date. (d) "Options" means: (i) all securities Beneficially Owned by Stockholder as of the date of this Agreement that are convertible into, or exercisable or exchangeable for, shares of capital stock of the Company, including, without limitation, options, warrants and other rights to acquire shares of Company Common Stock or other shares of capital stock of the Company; and (ii) all securities of which Stockholder acquires Beneficial Ownership during the period from the date of this Agreement through and including the Expiration Date that are convertible into, or exercisable or exchangeable for, shares of capital stock of the Company, including, without limitation, options, warrants and other rights to acquire shares of Company Common Stock or other shares of capital stock of the Company. (e) "Person" means any (i) individual, (ii) corporation, limited liability company, partnership, limited partnership or other entity, or (iii) Governmental Authority. (f) "Number of Shares" all of numbers of Shares set forth herein are to the number of Shares outstanding on the date hereof; in the event that the Company implements a stock split, reverse stock split or stock dividend, the numbers shall be appropriately adjusted accordingly. (g) "Shares" means: all shares of capital stock of the Company of which Stockholder has or acquires Beneficial Ownership during the period from the date of this Agreement through and including the Expiration Date, including, without limitation, in each case, shares issued upon the conversion, exercise or exchange of Options. (h) "Transfer" means, with respect to any security, the direct or indirect (i) assignment, sale, transfer, tender, pledge, hypothecation, placement in voting trust, Constructive Sale or other disposition of such security (excluding transfers by testamentary or intestate succession), of any right, title or interest in such security (including, without limitation, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise) or of the record or beneficial ownership of such security, or (ii) offer to make any such sale, transfer, tender, pledge, hypothecation, placement in voting trust, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing, in each case, excluding any (1) Transfer pursuant to a court order, (2) such actions pursuant to which Stockholder maintains all voting rights with respect to such security, and (3) to a member of an immediately family provided such member executes a non-transfer agreement with substantially identical terms as this Agreement. View More

Definitions. 1.1 Unless otherwise provided in this Agreement, capitalized terms used herein shall have the following meanings: "Agreement" has the meaning set forth in the first paragraph above. "Common Stock" means the Company's common stock, $0.01 par value per share. "Company" has the meaning set forth in the first paragraph above. "Company's IPO" has the meaning set forth in Section 2.1. "Demand Registrations" has the meaning set forth in Section 2.1. "Exchange Act" has the meaning set forth in Section... 2.3. "Existing Rights Agreement" has the meaning set forth in the Recitals. "Founder Securities" means any Common Stock or Non-Voting Common Stock held by Bryant L. Kiel, Sheila K. Kiel and/or a Kiel Affiliate (excluding any Common Stock described in clauses (a), (b) or (d) (to the extent applicable) of the definition of "Registrable Securities") "Keil Affiliate" means, with respect to Bryant L. Keil and Sheila K. Keil (i) such Person's, spouse, siblings and descendants (whether natural or adopted) and any of such descendants' spouses; (ii) any trust which is and at all times remains solely for the benefit of such Person and/or the Persons described in clause (i) and/or the Persons described in clause (iii); and (iii) any family limited partnership, limited liability company, Subchapter S corporation, or other tax flow-through entity, the partners, members or other equity owners of which are and at all times remain solely such Person and/or the Persons described in clause (i) and/or the trusts described in clause (ii) and/or any other Person described in this clause (iii). "Long-Form Registrations" has the meaning set forth in Section 2.1. "Non-Voting Common Stock" means the Company's non-voting common stock, $0.01 par value per share. "Piggyback Registration" has the meaning set forth in Section 3.1. 2 "Preferred Stock" means collectively the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stockholders, the Series E Preferred Stock and the Series F Preferred Stock. "Preferred Stockholders" means the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and/or Series F Preferred Stock listed on Exhibit A hereto. "Qualified Holders" means the holders of a majority of the Registrable Securities (excluding any Founder Securities) then outstanding. "Registrable Securities" means (a) any Common Stock held by a Preferred Stockholder, (b) any Common Stock issued upon the conversion of any Preferred Stock, (c) any Founder Securities, (d) any Common Stock issued or issuable upon exercise of the Series F Warrants, and (e) any Common Stock issued or issuable with respect to any of the securities referred to in clauses (a), (b) or (c) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) they have been distributed to the public pursuant to an offering registered under the Securities Act, (ii) they have been sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or (iii) at the time of any Demand Registration or Piggyback Registration they constitute, together with all other Registrable Securities held by the holder thereof, less than any of the thresholds described in Rule 144(e)(1)(i), (ii) or (iii) (irrespective of whether the holder thereof is an "affiliate" as defined in Rule 144). For purposes of this Agreement, a Person shall be deemed to be the holder of Registrable Securities, and the Registrable Securities shall be deemed to be outstanding and in existence, whenever such Person has the right to acquire such Registrable Securities upon conversion of Preferred Stock or conversion or exercise of any other securities held by such Person, whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of such Registrable Securities hereunder. "Registration Expenses" has the meaning set forth in Section 6.1. "Securities Act" means the Securities Act of 1933, as amended. "Series A Preferred Stock" has the meaning set forth in the Recitals. "Series A Preferred Stockholders" means the holders of Series A Preferred Stock. "Series B Preferred Stock" has the meaning set forth in the Recitals. "Series B Preferred Stockholders" means the holders of Series B Preferred Stock. "Series C Preferred Stock" has the meaning set forth in the Recitals. "Series C Preferred Stockholders" means the holders of Series C Preferred Stock. "Series D Preferred Stock" has the meaning set forth in the Recitals. 3 "Series D Preferred Stockholders" means the holders of Series D Preferred Stock. "Series E Preferred Stock" has the meaning set forth in the Recitals. "Series E Preferred Stockholders" means the holders of Series E Preferred Stock. "Series F Preferred Stock" has the meaning set forth in the Recitals. "Series F Preferred Stockholders" means the holders of Series F Preferred Stock. "Series F Purchase Agreement" has the meaning set forth in the Recitals. "Series F Warrants" has the meaning set forth in the Recitals. "Shelf Registration" has the meaning set forth in Section 2.3. "Short-Form Registrations" has the meaning set forth in Section 2.1. "Suspension Period" has the meaning set forth in Section 5.2. "Violation" has the meaning set forth in Section 7.1. 1.2 Unless otherwise stated, other capitalized terms used but not defined herein shall have the meanings set forth in the Series F Purchase Agreement. View More

Definitions. Capitalized terms used herein (including in the preamble and recitals above) but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Notes.

Definitions. Except as expressly provided herein, capitalized terms used in this Agreement but not defined in this Agreement shall have the meanings set forth for such terms in the Credit Agreement.

Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in Section 1.1 of the Credit Agreement.

Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Plan.

Definitions. The terms defined in this Section 1.1, whenever used in this Agreement, shall, unless the context otherwise requires, have the following respective meanings:

Definitions. 2.1 Definitions. 3.1 Committee Membership. 3.2 Powers of Committee. 4.1 Number of Shares. 4.2 Adjustment Upon Changes in Capitalization, Etc. 4.3 Certain Mergers and Similar Transactions.

Definitions. Except as otherwise defined in this Agreement, capitalized terms will have the meanings set forth in Section 1 of Schedule A entitled "Definitions."

Definitions. "Employment" means Grantee's employment or other service relationship with the Company and its Affiliates.