Definitions

Definitions. Unless otherwise defined herein, all capitalized terms used in this Amendment will have the meanings ascribed to them in each Agreement.

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

Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed thereto in the Loan Agreement.

Definitions. As used in this Agreement and the exhibits delivered pursuant to this Agreement, the definitions set forth in Exhibit A (Definitions) will apply.

Definitions. (a) ["Cause" shall exist upon (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Participant after written notice to perform such Participant's reasonably assigned duties for the Company, or (B) that the Participant has engaged in dishonesty, gross negligence or misconduct, which dishonesty, gross negligence or misconduct has had a material adverse effect on the business affairs of the Company; (ii) the conviction of the Participant of,... or the entry of a pleading of guilty or nolo contendere by the Participant to, any crime involving moral turpitude or any felony; or (iii) a breach by the Participant of any material provision of any invention and non-disclosure agreement or non-competition and non-solicitation agreement with the Company, which breach is not cured within ten days written notice thereof. ]1 (b) "Change in Control" shall mean the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all 1 Delete if acceleration is not being used. of the individuals and entities who were beneficial owners of the Company's voting securities immediately prior to such transaction beneficially own, directly or indirectly, more than 75% (determined on an as-converted basis) of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction). (c) ["Good Reason" shall exist upon (i) the relocation of the Company's offices such that such Participant's daily commute is increased by at least thirty (30) miles each way without the written consent of the Participant; (ii) material reduction of the Participant's annual base salary without the prior consent of the Participant (other than in connection with, and substantially proportionate to, reductions by the Company of the annual base salary of more than fifty percent (50%) of its employees); or (iii) material diminution in the Participant's duties, authority or responsibilities without the prior consent of the Participant, other than changes in duties, authority or responsibilities resulting from the Participant's misconduct; provided, however, that any reduction in duties, authority or responsibilities or reduction in the level of management to which the Participant reports resulting solely from a Change in Control which results in the Company being acquired by and made a part of a larger entity shall not constitute Good Reason; provided, further, however, that no such events or conditions shall constitute Good Reason unless (x) the Participant gives the Company a written notice of termination for Good Reason not more than ninety (90) days after the initial existence of the event or condition, (y) the grounds for termination, if susceptible to correction, are not corrected by the Company within thirty (30) days of its receipt of such notice and (z) the Participant's termination of Service occurs within six months following the Company's receipt of such notice. ]2 (d) "Service" shall mean employment by or the provision of services to the Company or a parent or subsidiary thereof as an advisor, officer, consultant or member of the Board of Directors. (e) "Vesting Commencement Date" shall mean [ ]. View More

Definitions. Except as otherwise defined in this Agreement, terms defined in the Credit Agreement are used herein as defined therein. This Agreement shall constitute a Transaction Document for all purposes of the Credit Agreement and the other Transaction Documents.

Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth in Exhibit A.

Definitions. All capitalized terms not defined hereunder in this Section 1 or otherwise in this Agreement herein shall have the meaning ascribed to them in the NPA and/or Notes, as denoted. All other terms which are used in this Agreement which are defined in the Uniform Commercial Code shall have the same meanings herein as such terms are defined in the Uniform Commercial Code as in effect in the State of Delaware from time to time (the "UCC"), unless this Agreement shall otherwise specifically provide.

Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings, for purposes of this Agreement, set forth in this Section 1: (a) "Closing" shall have the meaning ascribed to such term in Section 2.3 of the Subscription Agreement. (b) "Closing Date" shall have the meaning ascribed to such term in Section 2.3 of the Subscription Agreement. (c) "EL" has the meaning set forth in the License. (d) "License" shall mean the License Agreement between EFL, as... licensor, and Oryon, as licensee, entered into on the Closing Date pursuant to which Licensor has licensed certain intellectual property rights for use in the Business (as defined below), as such agreement may be amended from time to time. (e) "Licensed Product" has the meaning set forth in the License. (f) "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. View More