Definitions

Definitions. Unless otherwise defined in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in the Plan.

Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings specified in the Repurchase Agreement.

Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Consulting Agreement.

Definitions. The following terms shall have the following meanings: (a) "Adjustment Event" means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco... or any of their subsidiaries) of all or part of any class of Shares; (b) "CEO" means the Chief Executive Officer of the Company. (c) "Date of Termination" means the date that the termination of the Grantee's Employment with Employer is effective on account of the Grantee's death, the Grantee's Disability, termination by Employer for Cause or without Cause, or by the Grantee, as the case may be; (d) "Employer" means the Company or, as the case may be, its Affiliate with whom the Grantee has entered into an Employment relationship; (e) "Investors" means investment funds advised by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and TPG that own capital stock of the Company; (f) "Restrictive Covenant" means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference; (g) "Tax" or "Taxes" means any income tax, social insurance, payroll tax, contributions, payment on account obligations or other payments; (h) "Unit" means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the Date of Grant, as it may be adjusted as provided herein; and (i) "Vest on a Pro Rata Basis" means, with respect to the Grantee's termination of Employment described in Section 4(a) during the Performance Period, that the Grantee's Stock Units shall continue to be earned through the end of the Performance Period, provided that only a portion of the Stock Units subject to this Restricted Stock Unit Agreement that otherwise would have been earned at the end of the Performance Period shall be earned as of the end of such period, such portion being determined by multiplying (i) the number of Stock Units that otherwise would have been earned at the end of the Performance Period based upon attainment of the pre-determined performance goal, by (ii) (A) the number 2 of days in which the Grantee was employed by Employer during the Performance Period divided by (B) 365 (the number of days in the Performance Period) (rounded to the nearest whole number of Stock Units); and the Stock Units that are earned for the Performance Period as described in this paragraph shall vest as of the last day of the Performance Period pursuant to Section 4(a). As used herein with respect to the Stock Units, the Stock Units shall be earned based on performance and shall vest based on Section 4 below, and the term "vest" means that the restrictions on the right to receive payment pursuant to the Stock Units lapse in whole or in specified part. View More

Definitions. The following definitions shall be amended to read in their entirety as follows: "Commitment" means, with respect to each Lender, the commitment of such Lender to make Loans pursuant to Section 2.01, as such commitment may be reduced or increased from time to time pursuant to the terms hereof. The initial amount of each Lender's Commitment to make Euro Loans and US Dollar Loans, as applicable, is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender... shall have assumed its Commitment, as applicable. "Index Debt" means senior, unsecured, long-term indebtedness for borrowed money of the Company that is (i) not guaranteed by any Person that does not guarantee all the Obligations under this Agreement and (ii) not benefited by any other credit enhancement. For purposes of determining a rating provided by Moody's, to the extent that the Company does not otherwise have an "Index Debt" rating from Moody's, "Index Debt" shall include the senior, unsecured, long-term indebtedness for borrowed money of Coors Brewing Company that is (i) not guaranteed by any Person that does not guarantee all the Obligations under this Agreement and (ii) not benefited by any other credit enhancement. View More

Definitions. In this Agreement the following words and expressions have the meanings set out below: "AIM" means the market of that name operated by London Stock Exchange; "Auditors" means the auditors for the time being of the Company; "London Stock Exchange" means London Stock Exchange plc; "Shares" means the shares of $0.01 each in the common stock of the Company; "Subscription Price" means $0.225 per Warrant Share; "UK Listing Authority" means the Financial Services Authority acting in its capacity as... the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended); "Warrant" means the right to subscribe for the Warrant Shares at the Subscription Price; "Warrant Shares" means up to 500,000 Shares; and "Warrant Period" means the period commencing on 14 April, 2011 and ending on 13 April, 2014. View More

Definitions. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Security Instrument.

Definitions. All accounting terms used herein but not defined herein or in any other Loan Document have the meanings given to them by Generally Accepted Accounting Principles as promulgated by the Financial Accounting Standards Board in effect from time to time ('GAAP'). All capitalized terms used herein with reference to the Collateral and defined in the Uniform Commercial Code ('UCC') as adopted in the state of Ohio from time to time shall have the meaning given therein unless otherwise defined herein.... Subject to the foregoing, the following terms shall have the meaning set forth below: 'Business Day' means any day other than a Saturday, a Sunday, or a federal holiday. 'Collateral' shall be as defined in the Security Agreement. 'EBITDA' means net income less interest expense less depreciation less amortization less stock-based compensation less non-recurring, unusual costs not limited to but including severance and proxy costs as reported in the company's financial statements filed with the SEC. 'Indebtedness' means, in relation to any Person, at any particular time, all of the obligations of such Person which, in accordance with GAAP, would be classified as Indebtedness upon a balance sheet including any footnote thereto of such Person prepared at such time. 'Lien' means any lien, mortgage, pledge, security interest, charge or other encumbrance of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, any agreement to give any security interest, and the authorized filing by or against a Person of any financing statement as debtor under the UCC. 'Obligations' means, collectively, (a) all Indebtedness and other obligations incurred by any Borrower to Lender pursuant to this Note or the related Loan Documents; (b) each extension, renewal or refinancing thereof in whole or in part; (c) the fees payable under any Loan Document; (d) all reasonable costs and expenses paid or incurred by the Lender, including reasonable attorneys' fees, to correct any default or enforce any provision of the Loan Documents or collect any amounts due under the Note or other Loan Documents. Any reference in this Note or in the Loan Documents to the Obligations shall include all amendments, changes, extensions, modifications, renewals replacements, substitutions, and supplements, thereto and thereof, as applicable, both prior and subsequent to any bankruptcy or insolvency proceeding. 'Organizational Documents' means the documents necessary for the formation of an entity, which will include the Articles or Certificate of Incorporation and Code of Regulations or Bylaws if the entity is a corporation; the Articles or Certificate of Organization and Operating Agreement or Limited Liability Company Agreement, if any, if the entity is a limited liability company; the Partnership Agreement or Limited Partnership Agreement if the entity is a partnership; and the trust agreement if the entity is a trust; and in any other case the functional equivalent of the foregoing. 'Permitted Liens' mean (a) Liens held by Lender; (b) Liens for unpaid taxes that either (i) are not yet delinquent, or (ii) are the subject of Permitted Protests; (c) Liens disclosed in writing to and approved in writing by Lender, including without limitation those liens described in Schedule 10; (d) the interests of lessors under operating leases; (e) purchase money Liens or the interests of lessors under capital leases to the extent that such Liens or interests secure Purchase Money Indebtedness permitted hereunder and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; (f) Liens arising under any Rate Agreements permitted hereunder; (g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of Borrower's business and not in connection with the borrowing of money, and which Liens are for sums not yet delinquent; (h) Liens arising from deposits made in connection with obtaining worker's compensation or other unemployment insurance; (i) Liens or deposits to secure performance of bids, tenders, or leases incurred in the ordinary course of Borrowers' business and not in connection with the borrowing of money, (j) Liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of Borrowers' business; (k) Liens resulting from any judgment or award that is not an Event of Default hereunder; and (l) Liens arising from any vendor for which one or more of the Borrowers has an outstanding payable as of the date of this Note and which are related to services rendered to the solicitation of, legal representation related to and all other services related to the solicitation of shareholders' votes at the most recent shareholder meeting of Healthwarehouse.com, Inc. 'Person' means any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, institution, public benefit corporation, joint venture, entity or governmental body. 'Purchase Money Indebtedness' means (a) any Indebtedness incurred for the payment of all or any part of the purchase price of any fixed asset or inventory; (b) any Indebtedness incurred for the sole purpose of financing or refinancing all or any part of the purchase price of any fixed asset or inventory; and (c) any renewals, extensions or refinancings thereof (but not any increases in the principal amounts thereof outstanding at that time). 'Rate Agreement' means any foreign exchange contract, currency swap agreement, futures contract, commodities hedge agreement, interest rate protection agreement, interest rate future agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, option agreement or any other similar hedging agreement or arrangement entered into by one or more Borrowers in the ordinary course of business. 'Subordinated Debt' means any Indebtedness incurred, assumed or guaranteed by any Borrower which is subordinated in right of payment to the prior payment of the Obligations pursuant to a written debt subordination agreement or intercreditor agreement with term and conditions reasonably acceptable to Lender. View More

Definitions. Each capitalized term contained herein and not otherwise defined herein shall have the respective meaning set forth in the Loan Documents.

Definitions. Unless otherwise noted, all capitalized terms herein shall have the same meanings as set forth in the Second Amended & Restated Agreement.