Definitions

Definitions. All words capitalized herein that are defined in the Plan shall have the meaning assigned them in the Plan; other capitalized words shall have the following meaning, or shall be defined elsewhere in this Award: (a)"Annual TSR" means for the Company and each Peer Company, the result, expressed as a percentage, of the calculation of TSR for each of them set out in Section 4(a) hereof as to a Calendar Year within the Performance Period. (b)"Beginning Common Stock Price" means the average of the... Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days immediately preceding the first day of each Calendar Year, taken separately, within the Performance Period being measured. (c)"Calendar Year" means the 12-month period beginning January 1 and ending December 31 for the Company and each Peer Company. (d)"Change in Control" or "CIC" means, without limitation, the same as it does in the Plan. (e)"Closing Price" means the last reported sales price, regular way, of the primary common equity security of the Company and each Peer Company, as reported by the primary exchange or market upon which such security is traded. (f)"Delivery Date" means the date on which Vested Earned Performance Shares are delivered to Holder, which shall be the Vesting Date, or as soon thereafter as practicable, but in no event later than thirty (30) days after the Vesting Date, or the date on which Performance Shares are delivered to Holder at the dates set forth in Section 6(b) or 7(c)(i), (ii) or (iii), if applicable. 1 (g)"Disability" means, without limitation, the same as it does in the Plan. (h)"Earned Performance Shares" means the number of Performance Shares which are earned during the Performance Period as described and calculated in Section 6. (i)"Ending Common Stock Price" equals the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days ending on and including the last day of each Calendar Year, taken separately, within the Performance Period. (j)"Peer Company" means each of the companies listed on Appendix A hereto that has its primary common equity securities listed or traded on a United States national securities exchange, NASDAQ National Market, or Toronto Stock Exchange during each day of each Calendar Year within the Performance Period. (k)"Performance Period" means the three-year period beginning on the first day of the Calendar Year of the Date of Grant and ending on December 31 of the Calendar Year three years thereafter, provided that in the event of a Change in Control, the Performance Period will end on the date that such Change in Control takes effect. (l)"Performance Percentage" means that percentage determined based upon the relative ranking of the Company's Three-Year Average TSR for the Performance Period compared to the Three-Year Average TSR of each Peer Company for the Performance Period as determined under the provisions of Section 4(c), subject to reduction under Sections 5 and 12, if any. (m)"Post Separation Change in Control" means a Change in Control that follows Holder's Separation, but results from the Commencement of a Change in Control that occurs prior to Holder's Separation. For all purposes of this Award, the term "Commencement of a Change in Control" shall mean the date on which any material action, including without limitation through a written offer, open-market bid, corporate action, proxy solicitation or otherwise, is taken by a "person" (as defined in Section 13(d) or Section 14(d)(2) of the 1934 Act), or a "group" (as defined in Section 13(d)(3) of the 1934 Act), or their affiliates, to commence efforts that, within 12 months after the date of such material action, leads to a Change in Control involving such person, group, or their affiliates. (n)"Target Performance Shares" means one-half of the Performance Shares which may be earned under this Award if there are no reductions in the number of Performance Shares under Section 5. (o)"Three-Year Average TSR" means for the Company and each Peer Company, the result, expressed as a percentage, of averaging their respective Annual TSR for each of the Calendar Years in the Performance Period. (p)"Total Shareholder Return" or "TSR" shall mean that percentage which reflects the increase or decrease in the average closing trading price of the Company's or a Peer Company's primary common equity security (assuming reinvestment of any dividends) between the last 10 trading days of one Calendar Year and the last 10 trading days of the next Calendar Year, or as applicable, the average of such yearly increases or decreases. (q)"Value of Reinvested Dividends" means a dollar amount derived by (i) calculating an aggregate number of shares (or fractions thereof) of the Company or any Peer Company represented by the sum of each dividend paid on their respective primary common equity security during a Calendar Year (or portion thereof under Section 4(b) below) within the Performance Period, determined by dividing the per share amount or value paid through each such dividend by the Closing Price of that company's primary common equity security on each such dividend payment date, and (ii) then multiplying that aggregate number of shares by the Ending Common Stock Price, respectively, of that company for that Calendar Year (or portion thereof in the event of a Change in Control). (r)"Vesting Date" means March 31, 2018 or the effective date of any earlier (i) Change in Control pursuant to Section 6(b) or (ii) death, disability or Post Separation Change in Control pursuant to Sections 7(c)(i), (ii) or (iii), as appropriate. View More

Definitions. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Loan Agreement. As used herein the following terms have the following meanings: "Borrower" means Versar, Inc., a Delaware corporation. "Loan Agreement" means the Loan Agreement dated as of the date hereof among the Borrower and the Bank, as amended, modified, supplemented, increased, extended, restated, refinanced and replaced from time to time. "Pledged Equity" means, with respect to each... Pledgor, (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by such Pledgor and (ii) 66% (or such greater percentage that, due to a change in an applicable law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary that is directly owned by such Pledgor, in each case together with the certificates (or other agreements or instruments), if any, representing such Equity Interests, and all options and other rights, contractual or otherwise, with respect thereto. View More

Definitions. (a) The following terms and their respective definitions set forth in Section 13.1 of the Loan Agreement are hereby amended by deleting them in their entirety and replacing them with the following: "Inventory Sublimit Availability Amount" means the lesser of (a) thirty-five percent (35%) of the value of Borrower's Eligible Inventory (valued at the lower of cost or wholesale fair market value), as determined by Bank from Borrower's most recent Transaction Report or (b) the lesser of (i)... twenty-five percent (25%) of all outstanding Obligations under the Revolving Line or (ii) Four Hundred Thousand Dollars ($400,000). 2 "Quick Assets" is, on any date, Borrower's unrestricted cash maintained with Bank, plus Eligible Accounts, minus Accounts payable that Borrower has not paid within sixty (60) days of the due date. "Revolving Line Maturity Date" is May 29, 2016. (b) The following term and its respective definitions are hereby added in alphabetical order to Section 13.1 of the Loan Agreement as follows: "Liquidity Ratio" is a ratio equal to (a) Quick Assets, divided by (b) the aggregate outstanding Obligations. View More

Definitions. The terms "advances", "costs" and "expenses" shall include, but shall not be limited to, attorneys' fees whenever incurred. The terms "indebtedness" and "obligations" shall mean and include, but shall not be limited to, all claims, demands, obligations and liabilities whatsoever, however arising, whether owing by the Debtor individually or as a partner, or jointly or in common with any other party, and whether absolute or contingent, and whether owing by the Debtor as principal debtor or as a... co-maker or as endorser, liquidated or unliquidated, and whenever contracted, accrued or payable. In this Security Agreement, whenever the context so required, the neuter gender includes the masculine or feminine, and the singular number includes the plural and vice versa. View More

Definitions. Section 1.9 ("Gross Click Revenue") of the Schedule is deleted in its entirety and replaced with the following: "Gross Revenue" means Microsoft's billings to advertisers (net of any credits, refunds, taxes (other than taxes on Microsoft's income), fraud adjustments, charge-backs, attributable to the Paid Search Results supplied by Microsoft that appear on the Company Properties and Syndication Partner Properties, and recognized by Microsoft in accordance with GAAP, as applicable, during each... month during the Term. View More

Definitions. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below. In addition, any capitalized terms defined in the body of this Agreement but not listed below shall have the meaning ascribed to such capitalized terms in the body of this Agreement.

Definitions. As used in this Warrant, the following terms have the respective meanings set forth below: "Aggregate Exercise Price" means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price. "Board" means the board of directors of the Company. "Business Day" means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of Boca... Raton, Florida are authorized or obligated by law or executive order to close. "Common Stock" means the common stock, par value $0.0005 per share, of the Company, and any capital stock into which such Common Stock shall have been converted, exchanged or reclassified following the date hereof. "Common Stock Deemed Outstanding" means, at any given time, the sum of (a) the number of shares of Common Stock actually outstanding at such time, plus (b) the number of shares of Common Stock issuable upon exercise of Options actually outstanding at such time, plus (c) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided, that Common Stock Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Company or any of its wholly owned subsidiaries. "Company" has the meaning set forth in the preamble. "Convertible Securities" means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options. "Excluded Issuances" means any issuance or sale by the Company after the Original Issue Date of: (a) shares of Common Stock issued upon the exercise of this Warrant; or (b) shares of Common Stock (as such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board and issued pursuant to the Company's equity incentive plans (including all such shares of Common Stock and Options outstanding prior to the Original Issue Date); or (c) shares of Common Stock issued upon the conversion or exercise of Options (other than Options covered by clause (b) above) or Convertible Securities issued prior to the Original Issue Date, provided that such securities are not amended after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof. 2 "Exercise Date" means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., Boca Raton, Florida time, on a Business Day, including, without limitation, the receipt by the Company of the Exercise Agreement, the Warrant and the Aggregate Exercise Price. "Exercise Agreement" has the meaning set forth in Section 3(a)(i). "Exercise Period" has the meaning set forth in Section 2. "Exercise Price" has the meaning set forth in the preamble. "Fair Market Value" means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; or (b) if there have been no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which "Fair Market Value" is being determined; provided, that if the Common Stock is listed on any domestic securities exchange, the term "Business Day" as used in this sentence means Business Days on which such exchange is open for trading. "Holder" has the meaning set forth in the preamble. "Options" means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities. "Original Issue Date" means the date on which the Warrant was issued by the Company. "Person" means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof. "Series B Preferred" means the Company's Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share. "Warrant" means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant. "Warrant Shares" means the shares of Common Stock or other capital stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant. View More

Definitions. The following terms used herein, including in the recitals and Exhibits hereto, shall have the following meanings:

Definitions. In addition to the terms defined above or elsewhere defined in this Agreement, as used in this Agreement the following terms shall have the following respective meanings (such meanings, as well as the meanings of other terms defined elsewhere in this Agreement, to be equally applicable to both the singular and plural forms of the terms defined, where the context permits):

Definitions. Each term used herein which is defined in the Indenture has the meaning assigned to such term in the Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern.