Definitions

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

Definitions. (b) For purposes of this Guaranty, "Obligations" shall mean all obligations and liabilities of the Sellers to the Buyer, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, or whether for payment or for performance (including, without limitation, Price Differential accruing after the Repurchase Date for the Transactions and Price Differential accruing after the filing of any petition in bankruptcy, or the commencement of any... insolvency, reorganization or like proceeding, relating to any Seller, whether or not a claim for post filing or post petition interest is allowed in such proceeding), which may arise under, or out of or in connection with the Repurchase Agreement, this Guaranty and any other Program Documents and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable and documented fees and disbursements of counsel to the Buyer that are required to be paid by the Sellers pursuant to the terms of such documents), all "claims" (as defined in Section 101 of the Bankruptcy Code) of the Buyer against any Seller, or otherwise. View More

Definitions. When used in this Agreement, the following terms have the following respective meanings: "Collateral" has the meaning given to that term in Section 2 hereof. "Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary rights, and all rights corresponding to all of the foregoing... throughout the world, now owned and existing or hereafter arising, created or acquired. "Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction. "Obligations" means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor to Secured Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by the Note, this Agreement, that certain Securities Purchase Agreement of even date herewith, entered into by and between Debtor and Secured Party (the "Purchase Agreement"), any other Transaction Documents (as defined in the Purchase Agreement), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys' fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a), (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the performance of the covenants and agreements of Debtor contained in this Agreement and all other Transaction Documents. 1 "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, and (b) Liens in favor of Secured Party under this Agreement or arising under the other Transaction Documents. "UCC" means the Uniform Commercial Code as in effect in the State of Nevada from time to time. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC. View More

Definitions. (b) Affiliate: any corporation or other person or entity that directly, or indirectly through one or more intermediaries, control or is controlled by, or is under common control with, the person specified.

Definitions. As used in this Agreement, the following terms have the meanings specified below.