Definitions

Definitions. For purposes of this Agreement: 1.1 "2015 Annual Meeting" means the Company's 2015 annual meeting of stockholders. 1.2 "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. 1.3 "Mogutov Director" shall mean any director designated by Mogutov in accordance with Section 2.1. 1.4 "Board" means the Company's... Board of Directors. 1.5 "Common Stock" shall have the meaning assigned to such term in the recitals. 1.6 "Closing" shall have the meaning set forth in the Securities Purchase Agreement. 1.7 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 1.8 "Securities Purchase Agreement" shall have the meaning assigned to such term in the recitals. 1.9 "Termination Date" shall have the meaning assigned to such term in Section 3.1. 1.10 "Transfer" shall mean to directly or indirectly assign, sell, offer to sell, gift, pledge, mortgage, hypothecate, encumber, dispose or in any other manner transfer or encumber, whether voluntarily, involuntarily, or by operation of law. View More

Definitions. The following terms shall have the following meanings: (a) "Adjustment Event" means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an Initial Public Offering, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by... the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares; (b) "CEO" means the Chief Executive Officer of the Company. (c) "Date of Termination" means the date that the Grantee's Employment with Employer terminates on account of the Grantee's death, the Grantee's Disability, termination by Employer for Cause or without Cause, or by the Grantee, as the case may be; (d) "Employer" means the Company or, as the case may be, its Affiliate with whom the Grantee has entered into an Employment relationship; (e) "Employment" means "Employment" as defined in the Plan, as modified by Section 4(e) herein. (f) "Restrictive Covenant" means any of the restrictive covenants set forth in Exhibit B, which is incorporated herein by reference; (g) "Tax" or "Taxes" means any income tax, social insurance, payroll tax, contributions, payment on account obligations or other payments; (h) "Unit" means an undivided interest in 1.3 Class A shares, 0.1444444444444440 Class L shares and 0.03807289560132060 Lowerco Preferred shares, determined at the Date of Grant, as it may be adjusted as provided herein; and As used herein with respect to the Stock Units, the term "vest" means that the restrictions on the right to receive payment pursuant to the Stock Units lapse in whole or in specified part. View More

Definitions. For purposes of this Agreement, the following terms shall have the meanings provided therefor below in this Section 1: "Common Stock" shall mean the Company's common stock, $0.01 par value per share. "Option Shares" shall mean (i) at the time of the grant of the Option, shares of Common Stock and (ii) at the relevant time of reference thereto following the grant of the Option, the number and kind of shares of capital stock of the Company that may be purchased by the Optionee at such time upon... exercise of the Option pursuant to Section 5 hereof. The number and kind of Option Shares shall be subject to adjustment at any time and from time to time pursuant to, and in accordance with, the Plan. For purposes of clarification, upon consummation of the purchase by the Optionee of any Option Shares upon exercise of the Option pursuant to, and in accordance with, the provisions of Section 5 hereof, such Option Shares shall, for all purposes of this Agreement, cease to be Option Shares and shall be Purchased Option Shares. "Plan" shall mean the Company's 2008 Stock Incentive Plan, as amended from time to time. A copy of the Company's 2008 Stock Incentive Plan in effect on the date of this Agreement is attached to this Agreement as Exhibit A hereto. "Purchased Option Shares" shall mean, as of the relevant time of reference thereto, those Option Shares that have been purchased by the Optionee at such time or at any time prior thereto in accordance with the provisions of Section 5 hereof. "Shares" shall mean, collectively, (i) the Option Shares, (ii) the Purchased Option Shares, and (iii) all shares of any class or series of capital stock of the Company or any other issuer, or any other securities of the Company or any other issuer, that are issued in exchange for, upon exercise or conversion of, or in respect of, the Purchased Option Shares or any of the securities referred to in this clause (in each case, whether by way of stock split, stock dividend, combination, reclassification, reorganization, or any other means). "Termination" shall mean termination for any reason of the Optionee's association with the Company as an employee, consultant, officer, and/or director, as the case may be; provided, however, that a transition from one type of aforementioned association to another without an intervening lapse in association shall not be a termination of the Optionee's association with the Company for the purposes of this Agreement. "Unvested Shares" shall mean, at the relevant time of reference thereto, those Shares that have not vested on or prior to such time pursuant to Section 6 and Section 7 hereof. "Vested Shares" shall mean, at the relevant time of reference thereto, those Shares that have vested on or prior to such time pursuant to Section 6 or Section 7 hereof. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Plan. View More

Definitions. 1.1(zz) of the Merger Agreement is hereby amended and restated in its entirety as follows: "(zz) Reserved." 1.2. Section 1.1(rrr) of the Merger Agreement is hereby amended and restated in its entirety as follows: "(rrr) "New York Facility Agreement" shall mean the Amended and Restated Agreement for Research & Development Alliance on Triex Module Technology dated September 4, 2014 between the Foundation and the Company." 1.3. Section 1.1(rrrr) of the Merger Agreement is hereby amended and... restated in its entirety as follows: "(rrrr) Reserved." 1.4. New Section 1.1(fffff) is hereby added to the Merger Agreement as follows: "(fffff) "Capital Expense per Watt" has the meaning set forth on Schedule 2.16." 1.5. New Section 1.1(ggggg) is hereby added to the Merger Agreement as follows: "(ggggg) "Full Equipment Commissioning" has the meaning set forth on Schedule 2.16." View More

Definitions. Herein as specified in the UCC

Definitions. Unless otherwise defined herein, all capitalized terms used herein have the meanings assigned to such terms in the Loan Agreement, as amended hereby. SECTION 2. Amendments. (a) Upon the Third Amendment Effective Date (as defined below), the following definitions set forth in Section 1.1 of the Loan Agreement shall be deleted in their entirety and replaced, respectively, as follows:"‘Available Increase Amount' means, as of any date of determination, an amount equal to the result of (a)... $190,000,000 minus (b) the aggregate principal amount of Increases to the Commitments made pursuant to Section 2.2 of this Agreement after the Third Amendment Effective Date."‘Borrowing Base' means, as of any date of determination, the result of:(a) 85% of the aggregate outstanding balance of Eligible Portfolio Loans; provided, that, with respect to any request for a Pre-Funded Advance, the applicable proposed Portfolio Loan or Purchased Participation shall be assumed to be an Eligible Portfolio Loan for purposes of calculating the Borrowing Base as of the Funding Date for such Advance (but for the avoidance of doubt, from and after the Portfolio Loan Origination Date for such Portfolio Loan or Purchased Participation, it shall not continue to qualify as an Eligible Portfolio Loan unless it has met the criteria therefor), plus (b) 80% (or such lower advance rate as may be required by the Intercreditor Agreement) of the aggregate outstanding balance of Eligible Split-Funded Loans; provided, that, with respect to any request for a Pre-Funded Advance, such proposed Portfolio Loan or Purchased Participation shall be assumed to be an Eligible Split-Funded Loan for purposes of calculating the Borrowing Base as of the Funding Date for such Advance (but for the avoidance of doubt, from and after the Portfolio Loan Origination Date for such Portfolio Loan or Purchased Participation, it shall not continue to qualify as an Eligible Split-Funded Loan unless it has met the criteria therefor), plus(c) 50% of the Eligible Stretch Loan Fundings, minus(d) the aggregate amount of reserves, if any, established by Agent under Section 2.1(d) of this Agreement."‘Letter of Credit Sublimit' means, as of any date of determination, (a) with respect to Letters of Credit, an amount equal to 10% of the aggregate Commitments of all Lenders in effect on such date, and (b) as a further sublimit thereof, with respect to Bankers' Acceptances, an amount equal to 2% of the aggregate Commitments of all Lenders in effect on such date. For purposes of illustration, with assumed aggregate Commitments of $100,000,000, the Letter of Credit Sublimit is equal to $10,000,000 for all Letters of Credit, and as a sublimit thereof, $2,000,000 of such $10,000,000 may constitute Bankers' Acceptances. "‘Maturity Date' means the earliest of (a) the date that is the fifth anniversary of the Closing Date, (b) the date that Borrower terminates the Commitments pursuant to Section 2.4(a) of this Agreement, or (c) the date that Agent or Required Lenders declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations) to be immediately due and payable pursuant to Section 8.1 of this Agreement."‘Maximum Revolver Amount' means (a) prior to the Maturity Date, $110,000,000, as such amount may be increased by the amount of increases in the Commitments made in accordance with Section 2.2 of this Agreement or decreased in accordance with Section 2.4(b), and (b) from and after the Maturity Date, $0."(b) Upon the Third Amendment Effective Date, the following definitions are hereby added to Section 1.1 of the Loan Agreement in a manner that maintains alphabetical order: "‘Eligible Stretch Loan Fundings' means, as of any date of determination, the aggregate amount of all advances to Obligors under Stretch Loans (in excess of the outstanding principal amount of Permitted Stretch Loans), to the extent each of the following conditions is satisfied as to such advances: (a) each such Stretch Loan, or portion thereof, would constitute a "Permitted Stretch Loan" except that the applicable Portfolio Company has failed to maintain excess availability under its borrowing base equal to or greater than the amount of such Stretch Loan; (b) each such Stretch Loan, or portion thereof, does not exceed the advance rates or other limitations set forth in the applicable Portfolio Loan Documents; (c) each such Stretch Loan, or portion thereof, would constitute a Preliminary Eligible Portfolio Loan but for its failure to comply with clause (n) of the definition of Preliminary Eligible Portfolio Loan; and (d) such advances are not in excess of five percent (5%) of the sum of the (i) aggregate unpaid principal balance of the Preliminary Eligible Portfolio Loans and (ii) aggregate unpaid principal balance of the Preliminary Eligible Split-Funded Loans as of such date of determination. "‘Third Amendment Effective Date' means December 8, 2014." View More

Definitions. Exhibit A, Section A Definitions by deleting (n), "Preferential Right," and by re-lettering the following subsections as (n) through (q).

Definitions. Capitalized terms defined in the Intercreditor Agreement and used but not otherwise defined herein have the meanings given to them in (or by reference in) the Intercreditor Agreement.

Definitions. 1.2 "****" shall mean collagen in solution and represents ****. 1.3 "Commercialization" shall mean engaging in any and all activities directed to manufacturing of commercial supplies, marketing, promoting, distributing, offering for sale, selling, importing, exporting or exploiting a product, monetization, and conducting post marketing authorization approval studies. 1.4 "Development" shall mean engaging in preclinical and clinical development activities, including, but not limited to,... discovery, test method development, toxicology, process development, manufacturing scale-up, development-stage manufacturing, analytical method validation, manufacturing process validation, cleaning validation, post-approval changes, quality assurance/quality control, statistical analysis, report writing, preclinical and clinical studies, regulatory filing submission and approval and regulatory affairs. Confidential Page 1 ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED 1.5 "Field of Use" shall mean only uses limited exclusively to the field of orthopedics. To further clarify, the Field of Use shall not include any ****. 1.6 "Purpose" shall mean only for the use in Development and Commercialization including, without limitation, generation and/or implantation and use of engineered tissue and biomaterials. 1.7 "Technology" shall mean ABM's **** relating primarily to the Collagen as set forth on Exhibit A attached hereto. Technology shall include ****. If Histogenics is required by FDA to produce **** then Technology shall also include ABM ****. View More

Definitions. Gramercy Property Trust Inc., a corporation organized under the laws of the State of Maryland, maintains the Gramercy Property Trust Inc. Directors' Deferral Program. The Program provides for deferrals of certain directors' fees in accordance with the terms hereof.