Definitions

Definitions. Unless otherwise defined herein, all terms used herein shall have the definitions specified in the Certificate of Designation and the Subscription Agreement.

Definitions. Unless otherwise defined herein, or the context hereof otherwise requires, each term defined in either of the Credit Agreement or in the UCC is used in this Agreement with the same meaning; provided that, if the definition given to such term in the Credit Agreement conflicts with the definition given to such term in the UCC, the Credit Agreement definition shall control to the extent legally allowable; and if any definition given to such term in Article 9 of the UCC conflicts with the... definition given to such term in any other chapter of the UCC, the Article 9 definition shall prevail. All definitions herein shall be equally applicable to both the singular and plural forms of the defined terms. As used herein, the following terms have the meanings indicated: "Borrower" shall have the meaning set forth in the recitals of this Agreement. "Borrower Operating Agreement" shall mean the Operating Agreement of Borrower, dated as of September 1, 2011. "Collateral" shall have the meaning set forth in Section 2.1. "Control" shall have the meaning set forth in Section 9-314 of the UCC. "Grantor" and "Grantors" have the meanings set forth in the introductory paragraph of this Agreement and includes each Grantor's respective successors and assigns. "Instrument" means any "instrument", as such term is defined in Section 9.102(a)(47) of the UCC. "Pledged Equity Interests" means all limited liability company interests issued by Borrower listed on Exhibit A, including but not limited to all rights to participate in the management of the Borrower as a member, and any and all certificates representing such limited liability company interests and any interest of Grantors on the books and records of Borrower with respect to such limited liability company interests and all dividends, other distributions, cash, warrants, rights, options, instruments, securities and other property or other Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests. "Proceeds" means any "proceeds," as such term is defined in Section 9-102(a)(64) of the UCC, and, in any event, shall include, but not be limited to, (a) any and all dividends and distributions with respect to any of the Pledged Equity Interests, (b) proceeds of any insurance, indemnity, warranty, or guaranty payable to any Grantor from time to time with respect to any of the Pledged Equity Interests, (c) any and all payments (in any form whatsoever) made or due and payable to any Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the Pledged Equity Interests by any Governmental Authority (or any person acting under color of Governmental Authority), and (d) any and all other amounts from time to time paid or payable under or in connection with any of the Pledged Equity Interests. 2 "Section" means a numbered Section of this Agreement, unless another document is specifically referenced. "Secured Obligations" means, collectively, the Obligations (as defined in the Credit Agreement), whether or not (a) such Obligations arise or accrue before or after the filing by or against any Grantor of a petition under the Bankruptcy Code, or any similar filing by or against any Grantor under the laws of any jurisdiction, or any bankruptcy, insolvency, receivership or other similar proceeding, (b) such Obligations are allowable under Section 502(b)(2) of the Bankruptcy Code or under any other insolvency proceedings, (c) the right of payment in respect of such Obligations is reduced to judgment, or (d) such Obligations are liquidated, unliquidated, similar, dissimilar, related, unrelated, direct, indirect, fixed, contingent, primary, secondary, joint, several, or joint and several, matured, disputed, undisputed, legal, equitable, secured, or unsecured. "Security" has the meaning set forth in Section 8-102(a)(15) of the UCC. "Security Interests" means the pledge and security interests securing the Secured Obligations, including (a) the pledge and security interest in the Collateral granted in this Agreement, and (b) all other security interests created or assigned as additional security for the Secured Obligations pursuant to the provisions of this Agreement. "Specified LLC Rights" means any equity interests, securities, dividends or other distributions and any other right or property which any Grantor shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for the Pledged Equity Interests. "UCC" means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of Florida; provided, however, that in any event, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority (or terms of similar import in any applicable jurisdiction) of Secured Party's Security Interest in any Collateral is governed by the UCC (or other similar law) as in effect in a jurisdiction (whether within or outside the United States) other than the State of Florida, the term "UCC" shall mean the Uniform Commercial Code (or other similar law) as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority (or terms of similar import in such jurisdiction) and for purposes of definitions related to such provisions. View More

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Exchange Agreement (the "EXCHANGE AGREEMENT"), dated May 21, 2015, among the Company and the Subscribers signatory thereto pursuant to which this AIR was issued.

Definitions. The words and expressions used in the Rules which have initial capital letters have the meanings set out in Appendix 1.

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.