Definitions. Terms in the Plan and any Appendix that begin with an initial capital letter have the defined meaning set forth in Appendix I, unless the context indicates a different meaning.
Definitions. The following Definitions contained in the Security Agreement are supplemented as follows: "Note" includes the Amended and Restated Senior Secured Convertible Note, dated December 31, 2014, issued by the Grantor to Holder pursuant to the Note Purchase Agreement." "Note Purchase Agreement" includes the Note Purchase Agreement, dated as of December 31, 2014, by and between the Grantor and the Holder pursuant to which, among other things, the Grantor issued the Note.
Definitions. All terms contained in this Second Supplemental Indenture shall, except as specifically provided herein or except as the context may otherwise require, have the meanings given to such terms in the Indenture.
Definitions. When used in this Security Agreement, the following terms have the following respective meanings: "Collateral" means all right, title and interest of the Company in and to the following assets: (a) all accounts, deposit accounts, accounts receivable, contract rights, chattel paper, instruments, documents, general intangibles, including, without limitation, all forms of payment, all present and future incomes, rents, revenues, issues and profits, goodwill, licenses and... license rights, bailment or leasehold interests, whether as lessor or lessee, all choses in action and recoveries for any loss in value of the real estate of Company or items of property described herein, rights in and to security agreements and other contracts or assignments providing security to Company, book debts, credits, indemnities, warranties or guarantees payable to Company upon loss or damage of property, all patents, patent rights (and applications and registrations therefor), trademarks and service marks (and applications and registrations therefor), inventions, copyrights, mask works (and applications and registrations therefor), trade names, trade styles, software and computer programs, trade secrets, methods, processes, know how, drawings, specifications, descriptions, and all memoranda, notes, and records with respect to any research and development, goodwill, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer disks, computer tapes, literature, reports, catalogs, design rights, income tax refunds, business and accounting records, including all ledger account cards, in all cases whether now owned or hereafter created or acquired by Company or in which Company may now have or may hereafter acquire an interest and whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic media; (b) all inventory, goods held for sale or lease or to be furnished under contracts for service, or goods so leased or furnished, raw materials, component parts, work in process and other materials used or consumed in Company's business, now or at any time hereafter owned or acquired by Company, wherever located, and all products thereof, whether in the possession of Company, any warehousemen, any bailee or any other person and whether located at Company's places of business or elsewhere; (c) all money and property heretofore, now or hereafter delivered to or deposited with Collateral Agent or otherwise coming into the possession, custody or control of Collateral Agent in any manner or for any purpose whatsoever during the existence of this Security Agreement and whether held in a general or special account or deposit for safekeeping or otherwise; (d) all right, title and interest of Company under licenses, guaranties, warranties, management agreements, marketing or sales agreements, escrow contracts, indemnity agreements, insurance policies, service agreements, maintenance agreements and other similar contracts of every kind in which Company now has or at any time hereafter shall have an interest; (e) all of Company's goods, tools, machinery, furnishings, furniture and other equipment and fixtures of every kind now existing or hereafter acquired, and improvements, replacements, accessions and additions thereto, whether located on any property owned or leased by Company or elsewhere, including without limitation, any of the foregoing now or at any time hereafter located at or installed on the land or in the improvements at any of the real property owned or leased by Company, and all such goods after they have been severed and removed from any of said real property; and -2- (f) all of Company's investment property, including, without limitation, all of the Company's equity interests in its subsidiaries (except to the extent limited below with respect to the equity interests of the Company in RBT PRO, LLC, a Delaware limited liability company ("RBT Pro") and NutraSA); together with whatever is receivable or received when any of the foregoing or the proceeds thereof are sold, leased, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, including without limitation, all rights to payment, including returned premiums, with respect to any insurance relating to any of the foregoing, and all rights to payment with respect to any cause of action affecting or relating to any of the foregoing. Notwithstanding anything to the contrary set forth above, the Collateral does not include (i) one-half of RBT's interest in NutraSA, regardless of the size of the interest in NutraSA held by RBT now or in the future ("Excluded NutraSA Interest"), or (ii) RBT's entire interest in RBT Pro. The parties understand and agree that the Excluded NutraSA Interest is the same interest in NutraSA that was not pledged to the FCC Lenders and their agent pursuant to the FCC Credit Facility and that the portion of RBT's interest in NutraSA that constitutes Collateral hereunder is the same portion of RBT's interest in NutraSA that constitutes collateral pursuant to the FCC Credit Facility. "FCC Credit Facility" shall mean, collectively, any credit facility that may be established involving the loaning of funds to the Company by Full Circle Capital Corporation and other lenders, but only to the extent that the total principal outstanding under such credit facility does not exceed $10,000,000. "FCC Lenders" shall mean the lenders under the FCC Credit Facility. "Irgovel" shall mean Industria Riograndese de Oleos Vegetais Ltda, a limited liability company organized under the laws of the Federative Republic of Brazil. "Lake Charles Assets" means the buildings, improvements, equipment, machinery, tools and assets used or located at RBT's facility in Lake Charles, Louisiana. "NutraSA" means Nutra SA, LLC, a Delaware limited liability company. "NutraSA Liquidity Transaction" shall mean any of the following transactions that results in cash being paid to RBT in respect and as a result thereof: (i) the sale of all or substantially all the assets of Irgovel or NutraSA to a third party unaffiliated with RBT, (ii) the sale of all the membership interests of NutraSA or all of the equity of Irgovel to a third party unaffiliated with RBT or (iii) a merger or consolidation transaction involving Irgovel or NutraSA that results in RBT no longer holding an equity interest in the surviving entity or a parent entity of the surviving entity. "NutraSA Proceeds" shall mean the net cash proceeds received by RBT from a NutraSA Liquidity Transaction, less any applicable taxes that are paid or payable by RBT in connection with such NutraSA Liquidity Transaction. "Obligations" shall mean the Company's obligations to pay principal, accrued interest and expenses to the Collateral Agent and the Investors under the Notes and the Security Agreement, and all other obligations of the Company under the Transaction Documents, including, without limitation, the obligations of RBT set forth in Section 10 of this Security Agreement. -3- "Permitted Liens" means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (b) Liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers', warehousemen's, materialmen's and mechanics' Liens and other similar Liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings; (c) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, and mechanic's Liens, carrier's Liens and other Liens to secure the performance of tenders, statutory obligations, contract bids, government contracts, performance and return of money bonds and other similar obligations, incurred in the ordinary course of business, whether pursuant to statutory requirements, common law or consensual arrangements; (d) Liens in favor of the Collateral Agent; (e) Liens upon any equipment acquired by Company or any of its Subsidiaries after January 17, 2012 to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment, so long as such Lien extends only to the equipment financed, and any accessions, replacements, substitutions and proceeds (including insurance proceeds) thereof or thereto; (f) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods (g) Liens which constitute rights of setoff of a customary nature or banker's liens, whether arising by law or by contract; (h) Liens on insurance proceeds in favor of insurance companies granted solely as security for financed premiums; (i) leases or subleases and licenses or sublicenses granted in the ordinary course of Company's business; and (j) Liens in favor of the Senior Lenders under the Senior Debt Facility. "Releasable Assets" shall mean the real property used by RBT in Dillon, Montana, Mermentau, Louisiana, and Lake Charles, Louisiana, the improvements thereon and the equipment, machinery, tools and assets used and located at such properties. "Replacement Credit Facility" shall mean any credit facility entered into by the Company that is used to replace the FCC Credit Facility, but only to the extent that the total principal outstanding under such credit facility does not exceed $9,000,000. "Senior Debt Facility" shall mean, collectively, the FCC Credit Facility and the Replacement Credit Facility. "Senior Lenders" shall mean the FCC Lenders, their successors and assigns, and the lenders under any Replacement Debt Facility and their successors and assigns. "SRB Business" shall mean RBT's stabilized rice bran business, which does not include (i) RBT's business operated through Nutra SA, LLC, a Delaware limited liability company, Industria Riograndese de Oleos Vegetais Ltda, a limited liability company organized under the laws of the Federative Republic of Brazil ("Irgovel Business"), (ii) RBT's rice bran oil business ("Non-Irgovel RBO Business") and (iii) RBT's business operated through RiceRx, LLC and RiceScience, LLC ("NFF Business"). -4- "Transaction Documents" means this Security Agreement, the Notes, the Warrants, and the Purchase Agreement. "UCC" means the Uniform Commercial Code as in effect in the State of California from time to time. All capitalized terms not otherwise defined herein shall have the respective meanings given in the Notes. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC.View More
Definitions. The definitions of the terms "Defaulting Party" and "PRE SAR" in Section 8.13 of the Amalgamation Agreement shall hereby be amended and replaced in their entirety by the definitions of such terms given below: "Defaulting Party" shall have the meaning set forth in Section 7.2(j). "PRE SAR" shall have the meaning set forth in Section 2.3(b).
Definitions. Capitalized terms used but not defined in this Agreement have the meanings given such terms in the Plan. As used in this Agreement, the following terms shall have the meanings set forth below:
Definitions. (b) "Corporate Status" describes the status of a person who is serving or has served as a (i) director or officer of the Company, (ii) Company employee in a fiduciary capacity with respect to an employee benefit plan of the Company or (iii) director or officer of any other Entity at the request of the Company. For purposes of subsection (iii) of this Section 1(b), without limitation, a director or officer of the Company who is serving or has served as a director or officer of a Subsidiary shall... be deemed to be serving at the request of the Company.View More
