Definitions

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.

Definitions. Except as set forth in this Amendment, defined terms used herein shall have the meanings given to them in the Credit Agreement.

Definitions. Each word and term used in this Work Order, but not defined, has the meaning specified in the Agreement unless a clear contrary interpretation otherwise applies.

Definitions. The terms, conditions, and restrictions applicable to the Option are specified in the Plan, this Award Agreement, including Exhibit A - Option Rules and Exhibit B - Section 280G Rules, and the prospectus dated January 2017 and any applicable prospectus supplement (together, the "Prospectus"). The terms, conditions and restrictions in the Plan and Prospectus include, but are not limited to, provisions relating to amendment, vesting, cancellation, and exercise, all of which are hereby... incorporated by reference into this Award Agreement to the extent not otherwise set forth herein. By accepting the Option, the Participant acknowledges receipt of the Prospectus and that he or she has read and understands the Prospectus. The Participant understands that the Option and all other incentive awards are entirely discretionary and that no right to receive an award exists absent a prior written agreement with the Company to the contrary. The Participant also understands that the value that may be realized, if any, from the Option is contingent, and depends on, the future market price of the Common Stock, among other factors. The Participant further confirms the Participant's understanding that the Option is intended to promote employee retention and stock ownership and to align employees' interests with those of shareholders, is subject to vesting conditions and will be cancelled if the vesting conditions are not satisfied. Thus, the Participant understands that (a) any monetary value assigned to the Option in any communication regarding the Option is contingent, hypothetical, or for illustrative purposes only, and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to the Participant; (b) receipt of the Option or any incentive award in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time; (c) vesting may be subject to confirmation and final determination by the Committee that the vesting conditions have been satisfied; and (d) Shares received upon exercise of the Option shall be subject to lock-up restrictions as described in Section 15 of this Award Agreement. The Participant shall have no rights as a stockholder of the Company with respect to any shares covered by the Option unless and until the Option vests, is properly exercised and shares of Common Stock are issued. View More

Definitions. Capitalized terms used, but not defined, herein shall have the meanings specified in the Purchase Agreement.

Definitions. 3.2 "Account" means a hypothetical bookkeeping account or accounts established in the name of each Participant and maintained by the Company to reflect each Participant's interests under the Plan.

Definitions. (a) "Annual Base Salary" shall have the meaning set forth in Section 4. (b) "Board" shall mean the Board of Directors of the Company. (c) "Cause" for the Company to terminate the Executive's employment hereunder shall exist upon the Executive's: (i), fraud, theft, embezzlement, proven gross negligence in connection with Executive performing her duties and responsibilities hereunder. (ii) conviction of a felony or a crime involving moral turpitude; or (iii) breach of any material provision of... this Agreement, including without limitation, Section 7 and Section 8, after notice given to Executive within ninety (90) days of Company first having direct knowledge of the occurrence of such material breach by Executive, and, to the extent curable, thirty (30) days opportunity for cure. (d) "Change in Control" shall mean any transaction or series of related transactions the consummation of which results in Executive (or Executive's Immediate Family) holding or having a beneficial interest in shares of the Company's capital stock having less than fifty percent (50%) of the voting power of the Company's outstanding capital stock; provided that any such transaction is a bona fide transaction between the Company and a third party (or parties) unrelated to the Executive, as determined by the Board in good faith. For purposes of this Agreement, "Immediate Family" shall mean any person, trust, or estate who qualifies as a "Permitted Class B Transferee" as set forth in the Company's Articles of Incorporation. (e) "Company" shall have the meaning set forth in the preamble hereto. (f) "Compensation Committee" means the compensation committee of the Board. (g) "Contract Year" shall mean each twelve month period beginning on the Effective Date or an annual anniversary thereof. (h) "Date of Termination" shall mean if the Executive's employment is terminated (i) due to her death, the date of death as set forth in Section 5(a)(i); (ii) due to her Disability as set forth in Section 5(a)(ii), 30 days after receipt of the written notice as set forth in Section 5(b), (iii) pursuant to Section 5(a)(iii), or Section 5(a)(iv), the date of termination set forth in the written notice as set forth in Section 5(b), subject to the notice and cure provision set forth in Section 1(c)(iii), if applicable, (iv) pursuant to Section 5(a)(v), the date of termination set forth in the written notice as set forth in Section 5(b), subject to the applicable notice and cure period set forth in Section 1(l) and (v) pursuant to Section 5(a)(vi), 90 days after receipt of the written notice set forth in Section 5(b). (i) "Disability" shall mean the absence of the Executive from the Executive's duties to the Company on a full-time basis for a period of 180 consecutive days as a result of incapacity due to mental or physical illness. (j) "Effective Date" of this Agreement shall mean January 1, 2017. (k) "Executive" shall have the meaning set forth in the preamble hereto. (l) "Good Reason" shall mean the occurrence of any of the following events without the prior written consent of the Executive, provided that the Executive provides written notice to the Company of the occurrence of such event within ninety (90) days after Executive first has direct knowledge of the event, which written notice shall include a description of the existence of the condition underlying such event, and the Company does not remedy such event within thirty (30) days of receipt of such written notice from the Executive: (i) Company fails to make payment or provide benefit(s) to the Executive hereunder; (ii) a material diminution in the Executive's Annual Base Salary; (iii) a material diminution in the Executive's authority, duties or responsibilities; (iv) a material diminution in the budget over which the Executive retains authority; 2 (v) a material change in the geographic location at which the Executive must perform services under this Agreement; or (vi) any other action or inaction that constitutes a material breach by the Company of this Agreement. (vii) a Change of Control. (m) "Notice of Termination" shall have the meaning set forth in Section 5(b). (n) "Restricted Stock Unit" shall have the meaning set forth in the Beasley Broadcast Group Inc. 2007 Equity Incentive Award Plan. (o) "Term" shall have the meaning set forth in Section 2(b). View More