Definitions

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.

Definitions. In addition to the terms defined elsewhere in this Agreement, for the purposes of this Agreement, the following terms have the meanings set forth below:

Definitions. Section 1.02 of the Indenture is hereby amended to add in its appropriate alphabetical sequence the following definitions: "Guarantee" means any guarantee of a Guarantor endorsed on a Security authenticated and delivered pursuant to this Indenture and shall include the Guarantees by a Guarantor set forth in any supplemental indenture hereto or Officers' Certificate in accordance with Section 3.01. "Guarantor" means the Person(s) named as a "Guarantor" in the applicable indenture... supplemental to the Indenture or Officers' Certificate pursuant to Section 3.01 of the Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Guarantor" shall mean such successor Person. View More

Definitions. Capitalized terms used in this Agreement not otherwise defined herein have the meanings given such terms in the Merger Agreement.

Definitions. Any initially capitalized term that is given a special meaning by this Article 1, the Summary, or by any other provision of this Lease shall have such meaning when used in this Lease or any addendum or amendment hereto unless otherwise clearly indicated by the context.

Definitions. Capitalized terms used herein but not defined shall have the meanings set forth in the Plan. For purposes of this Award Agreement, the terms "Disability" and "Separation from Service" shall have the meanings attributed to such terms under Section 409A of the Internal Revenue Code and the treasury regulations and other guidance promulgated thereunder.

Definitions. (a) "Affiliate" means any person, firm, corporation, partnership, association or entity that, directly or indirectly or through one or more intermediaries, controls, is controlled by or is under common control with the Company. (b) "Applicable Period" means the period of Executive's employment with the Company and for one (1) year after termination of his employment with the Company. (c) "Area" means a fifty-mile radius of any address set forth in Exhibit A. (d) "Board of Directors" means the... Board of Directors of the Company. (e) "Cause" means the occurrence of any of the following events: (i) conduct by Executive that amounts to willful misconduct, failure to follow any written lawful directive from the Board of Directors or gross negligence or a blatant violation of Company policy; (ii) any act by Executive of fraud, misappropriation, dishonesty or embezzlement against the Company or an Affiliate; (iii) conviction of Executive for, or a plea of nolo contendere by Executive to, a felony or misdemeanor, other than traffic violations and/or similar class C misdemeanors or offenses; (iv) a material breach of the Agreement by Executive. (f) "Change in Control" shall have the meaning set forth in the Company's 2012 Equity Incentive Plan. (g) "Company Information" means Confidential Information and Trade Secrets as those terms are defined below. (h) "Confidential Information" means data and information relating to the business of the Company (which does not rise to the status of a Trade Secret) which is or has been disclosed to Executive or of which Executive became aware as a consequence of or through his relationship to the Company and which has value to the Company and is not generally known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company or that has been independently developed and disclosed by others, or that otherwise entered the public domain through lawful means. (i) "Disability" means the inability of Executive to perform any of his duties hereunder due to a physical, mental, or emotional impairment, as determined by an independent qualified physician (who may be chosen and engaged by the Company), for an aggregate of one hundred eighty (180) days during any three hundred sixty-five (365) day period (if such periods also surpass the maximum time for leave permitted by law). (j) "Good Reason" means the occurrence of any of the following events without Executive's written consent which is not corrected by the Company within twenty (20) days after Executive's written notice to the Company of the same: (i) the nature of Executive's duties or the scope of his responsibilities are materially diminished without Executive's written consent, (ii) the Company changes the location of Executive's place of employment to more than fifty (50) miles from its present location, (iii) a material breach of this Agreement by the Company, or (iv) a change in Base Salary to an amount below $700,000.00. (k) "Termination Date" means the date which corresponds to the first to occur of (i) the death or Disability of Executive, (ii) the last day of the Term as provided in Section 4(a) below or (iii) the date set forth in a notice given pursuant to Section 4(b) below. (l) "Trade Secrets" means information including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or as otherwise defined by applicable state law. The provisions in this Agreement restricting the use of Trade Secrets shall survive termination of this Agreement for so long as is permitted by law. (m) "Work" means a copyrightable work of authorship, including without limitation, any technical descriptions for products, user's guides, illustrations, advertising materials, computer programs and any contribution to such materials. View More