Definitions

Definitions. Section 1.02 of the Indenture (Definitions) shall be amended as follows: (i) The following definitions shall be inserted, in appropriate alphabetical order: ""BBI" means BBI Diagnostics Group plc, a public limited company incorporated in England and Wales." ""BBI Credit Facility" means the senior secured credit facility to be entered into by BBI and/or certain of its Subsidiaries in connection with the BBI Transaction." ""BBI Entities" means those existing Subsidiaries and joint venture... entities of the Issuer and its Subsidiaries immediately prior to the consummation of the BBI Transaction that are set forth below, and any other Subsidiary of BBI formed in connection with, and prior to the consummation of the BBI Transaction: (a) the Issuer's Subsidiary BBI Holdings Limited, a company incorporated in England and Wales, and its existing Subsidiaries; (b) the Issuer's Subsidiary Axis-Shield Diagnostics Limited, a company incorporated in Scotland; (c) the Issuer's Subsidiary BioNote, Inc., a company incorporated in South Korea; (d) the Issuer's Subsidiary First Check Diagnostics, LLC, a Delaware limited liability company; and (e) the joint venture entities SPD Swiss Precision Diagnostics GmbH, a Swiss company, and US CD LLC, a Delaware limited liability company." ""BBI Public Offering" means the initial public offering of the ordinary shares of BBI in connection with the BBI Transaction." ""BBI Transaction" shall have the same meaning as the term "BBI Transaction" set forth in the Consent Solicitation Statement of the Issuer dated May 21, 2014 delivered to the Holders (including all agreements, instruments and other documents described in such summary) and shall include the transactions described therein pursuant to which, among other things, (i) the Issuer (directly and/or through one or more direct and indirect Subsidiaries) creates BBI, (ii) the BBI Public Offering is conducted, and (iii) immediately after the closing of the BBI Public Offering (x) substantially all of the assets of BBI shall consist, directly or indirectly through one or more Subsidiaries of BBI, of the Equity Interests of the BBI Entities and (y) at least 50% of the outstanding Equity Interests of BBI shall be owned directly or indirectly by the Issuer or a wholly owned Subsidiary thereof." ""BBI Transaction Consummation Date" means the date of the closing of the BBI Public Offering." (ii) The last sentence of the definition of the term "Asset Sales" shall be amended to (A) delete the word "and" at the end of clause (6) thereof; (B) renumber current clause (7) thereof as clause (8) thereof; and (C) insert the following new clause (7) immediately following clause (6) thereof and immediately preceding the newly renumbered clause (8) thereof: "(7) transfers of Equity Interests of BBI in connection with, or subsequent to, the consummation of the BBI Transaction, and the transfers of Equity Interests of the BBI Entities in connection with the BBI Transaction; and". (iii) Clause (8) of the definition of the term "Permitted Investments" shall be amended and restated in its entirety as follows: "(8) Investments made by the Issuer or any Restricted Subsidiary (i) in compliance with Section 4.07(b)(11)(ii) or (ii) consisting of or resulting from consideration received in connection with an Asset Sale made in compliance with Section 4.10;". (iv) The first sentence of the definition of the term "Unrestricted Subsidiary" shall be amended and restated in its entirety as follows: ""Unrestricted Subsidiary" means (1) from and after the consummation of the BBI Transaction, BBI and its Subsidiaries, (2) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in accordance with Section 4.16 and (3) any Subsidiary of an Unrestricted Subsidiary." View More

Definitions. Initially capitalized terms used but not defined in this Amendment have the meanings given to such terms in the Consignment Agreement.

Definitions. Acquired Plans shall mean the Red Hat, Inc. 1999 Stock Option and Incentive Plan, as amended, the Red Hat, Inc. 1998 Stock Option Plan, as amended, the Akopia, Inc. 2000 Stock Plan, the Bluecurve, Inc. 1996 Stock Plan, the Cygnus Solutions 1997 Stock Plan, the Planning Technologies, Inc. Stock Incentive Plan, the Wirespeed Communications Stock Option Plan (as amended July 12, 2000), the Sistina Software, Inc. 1997 Omnibus Stock Plan, the JBoss, Inc. Second Amended and Restated 2004 Stock Option... and Incentive Plan, and, if and to the extent determined by the Committee, any other plans of any company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines. View More

Definitions. The capitalized terms used in this License Agreement shall have the meanings as defined below or, if not defined below, as defined in the Asset Purchase Agreement: "Affiliate" means, with respect to a Party, any Person that directly or indirectly Controls, is Controlled by, or is under common Control with that Party. For the purpose of this definition, "Control" shall mean (i) direct or indirect, ownership of fifty percent (50%) or more of the shares of stock entitled to vote for the... election of directors, in the case of a corporation, or (ii) fifty percent (50%) or more of the equity interest in the case of any other type of legal entity, status as a general partner in any partnership, or (iii) any other arrangement whereby the entity or Person controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity, or the ability to cause the direction of the management or policies of a corporation or other entity. In the case of entities organized under the laws of certain countries, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management and policies of such entity. 3 Executed copy CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY TRIBUTE PHARMACEUTICALS CANADA INC. Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. "Ancillary Agreements" means, collectively, the Supply Agreement, the Quality Agreement, the Pharmacovigilance Agreement and the Confidentiality Agreements. "Asset Purchase Agreement" or "APA" has the meaning set forth in the Recitals hereto. "Closing" or "Closing Date" has the meaning set forth in the Asset Purchase Agreement. "Drug Substances" has the meaning set forth in the Asset Purchase Agreement. "Fields" mean for the relief of tension-type headaches (Fiorinal and Fiorinal C) and for the treatment of hypertension and/or prophylaxis of angina pectoris (Visken and Viskazide). "Good Manufacturing Practice" or "GMP" means the current good manufacturing practices (cGMP) and all applicable governmental rules and regulations as applied at the site(s) of manufacture and control, as amended from time to time and in effect during the term of this License Agreement. "Infringement" has the meaning ascribed to such term in Clause 11.1. "Know-How" has the meaning set forth in the Asset Purchase Agreement. "Licensed Assets" has the meaning set forth in the Asset Purchase Agreement. "Licensed Trademarks" means the registered trademarks in the Territory as listed in Annex A, including all goodwill associated therewith. "MA Transfer Date" has the meaning set forth in the Asset Purchase Agreement. "Marked Product(s)" has the meaning ascribed to such term in Article 4.1. "NAG" shall have the meaning set forth in the Preamble of the Asset Purchase Agreement. "Novartis" shall have the meaning set forth in the Preamble. "NPAG: shall have the meaning set forth in the Preamble of the Asset Purchase Agreement. "Party" and "Parties" each has the meaning set forth in the Preamble hereto. "Products" means products listed in Annex 3 of the APA, which are marketed and sold by Novartis under the Trademarks and the Marketing Authorization(s) in the Territory and in the Fields as of the Closing Date. "Purchase Price" has the meaning set forth in the Asset Purchase Agreement. "Territory" means Canada. "Transferred Assets" has the meaning set forth in the Asset Purchase Agreement. View More

Definitions. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings provided in the Credit Agreement as in effect immediately prior to the Effective Date (as defined below).

Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by: 2.1 adding the following definitions in their proper alphabetical order: "Manufactured Home Loan" means a Conforming Mortgage Loan, FHA Loan or VA Loan secured by a manufactured home (as defined by the United States Department of Housing and Urban Development) provided that (a) such manufactured home is attached to a permanent foundation and is no longer transportable and (b) such Conforming Mortgage Loan, FHA Loan or VA Loan... is eligible for securitization by an Agency pursuant to the terms of the applicable Agency guide. "USDA Loan" means a first lien Mortgage Loan originated in accordance with the criteria established by and guaranteed by the United States Department of Agriculture. 2.2 deleting the definition of "Mortgage Loan" in its entirety and replacing it with the following: "Mortgage Loan" means any first lien closed Conforming Mortgage Loan, Conforming High LTV Loan, USDA Loan, FHA Loan, Manufactured Home Loan, Jumbo Mortgage Loan or VA Loan which is a fixed or floating-rate, one-to-four-family residential mortgage or home equity loan evidenced by a promissory note and secured by a first lien mortgage, which satisfies the requirements set forth in the Underwriting Guidelines and Section 13.b hereof; provided, however, that, except with respect to Conforming High LTV Loans and as expressly approved in writing by Buyer, Mortgage Loans shall not include any "high-LTV" loans (i.e., a mortgage loan having a loan-to-value ratio in excess of (a) with respect to FHA Loans or VA Loans, 97%, (b) with respect to Conforming Mortgage Loans (other than Conforming High LTV Loans), up to but not including 97% (provided that Conforming Mortgage Loans with an LTV of 80% or higher must be covered by primary mortgage insurance) or (c) such lower percentage set forth in the Underwriting Guidelines) or any High Cost Mortgage Loans and; provided, further, that the related Purchase Date is no more than thirty (30) days following the origination date. View More

Definitions. The following terms shall have the following meanings for purposes of this Agreement: (a) "Applicable Unit Multiplier" shall mean, with respect to each Performance Measure, the "Unit Multiplier" calculated pursuant to the Award Letter based on the actual level of achievement for the Performance Period; provided, that in the event of a Change in Control, the "Applicable Unit Multiplier" shall mean 100%, subject to upward adjustment (but not above 200%) to the extent (if any) that the Committee... is able, in its sole discretion, to assess that the Corporation's progress, at or prior to the Change in Control, towards the achievement levels set forth in the Award Letter for such Performance Measure exceeds the "Target" performance level as adjusted to account for the reduced period of actual performance. (b) "Award Letter" shall mean the award notice to the Participant attached hereto as Exhibit A. (c) "Cause" shall mean the Participant's (1) intentional failure to perform reasonably assigned duties, (2) dishonesty or willful misconduct in the performance of duties, (3) engaging in a transaction in connection with the performance of duties to the Corporation or its subsidiaries which transaction is adverse to the interests of the Corporation and is engaged in for personal profit or (4) willful violation of any law, rule or regulation in connection with the performance of duties (other than traffic violations or similar offenses). (d) "Change in Control" shall mean: (1) the acquisition by any person or group (including a group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Corporation or any of its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority more of the combined voting power of the Corporation's then outstanding voting securities, other than by any employee benefit plan maintained by the Corporation; (2) the sale of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole; (3) the consummation of a merger, combination, consolidation, recapitalization or other reorganization of the Corporation with one or more other entities that are not subsidiaries if, as a result of the consummation of the merger, combination, consolidation, recapitalization or other reorganization, less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall immediately after the event be beneficially owned in the aggregate by the stockholders of the Corporation immediately prior to the event; or (4) the election, including the filling of vacancies, during any period of 24 months or less, of 50% or more of the members of the Board of Directors, without the approval of Continuing Directors, as constituted at the beginning of such period. "Continuing Directors" shall mean any director of the Corporation who either (i) is a member of the Board of Directors on the Grant Date, or (ii) is nominated for election to the Board of Directors by a majority of the Board which is comprised of directors who were, at the time of such nomination, Continuing Directors. (e) "Committee" or "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of the Corporation. (f) "Disability" shall mean that the Participant, (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant's employer. (g) "Fair Market Value" shall mean, with respect to any security, the closing price of the security as reported on the composite tape of New York Stock Exchange issues (or if, at the date of determination, the security is not so listed or if the principal market on which it is traded is not the New York Stock Exchange, such other reporting system as shall be selected by the Committee) on the relevant date, or, if no sale of the security is reported for that date, the next preceding day for which there is a reported sale. The Committee shall determine the Fair Market Value of any security that is not publicly traded, using criteria as it shall determine, in its sole direction, to be appropriate for the valuation. (h) "Final Cash Performance Unit Dividends" shall mean an amount equal to the aggregate cash dividends that would have been payable on the Final Cash Performance Units if they represented shares of L-3 common stock held on all record dates between the Grant Date and the date on which the payment contemplated under Section 10(b) is made; provided, that in the event of an equity restructuring that triggers an adjustment to Performance Measures and/or the number of Performance Units as contemplated by Section 9, the amount of the Final Cash Performance Unit Dividends attributable to record dates that are prior to the date of such equity restructuring shall be calculated based on a number of Final Cash Performance Units that includes the effect of the adjustment to the Performance Measures but excludes the effect of the adjustment to the number of Performance Units. (i) "Final Cash Performance Units" shall mean the number of Total Earned Performance Units attributable to Performance Measures the payment of which are to be made in cash as specified in the Award Letter. (j) "Final Stock Performance Unit Dividends" shall mean an amount equal to the aggregate cash dividends that would have been payable on the Final Stock Performance Units if they represented shares of L-3 common stock held on all record dates between the Grant Date and the date on which the issuance of Award Shares and the payment of the amounts contemplated under Section 10(c) is made; provided, that in the event of an equity restructuring that triggers an adjustment to Performance Measures and/or the number of Performance Units as contemplated by Section 9, the amount of the Final Cash Performance Unit Dividends attributable to record dates that are prior to the date of such equity restructuring shall be calculated based on a number of Final Cash Performance Units that includes the effect of the adjustment to the Performance Measures but excludes the effect of the adjustment to the number of Performance Units. 2 (k) "Final Stock Performance Units" shall mean the number of Total Earned Performance Units attributable to Performance Measures the payment of which are to be made in shares of L-3 stock as specified in the Award Letter. (l) "Grant Date" shall mean the "Grant Date" listed in the Award Letter. (m) "Participant" shall mean the "Participant" listed in the Award Letter. (n) "Performance Measures" shall mean the performance measures set forth in the Award Letter. (o) "Performance Period" shall mean the "Performance Period" set forth in the Award Letter, subject to adjustment in accordance with Section 5 hereof. (p) "Performance Units" shall mean the number of performance units equal to the Total Target Performance Units or, when finally determined in accordance with this Agreement, the Total Earned Performance Units. (q) "Retirement" shall mean that the Participant (A) terminates employment with the Corporation and its subsidiaries other than for Cause (and is not subject to termination for Cause at the time of such termination), (B) is available for consultation with the Corporation or its subsidiaries at the reasonable request of the Corporation or its subsidiaries and (C) terminates employment on or after attaining age 65 and completing at least five years of service in the aggregate with the Corporation and its subsidiaries (which service must be continuous through the date of termination except for a single break in service that does not exceed one year in length). (r) "Segmented Target Performance Units" shall mean, with respect to each Performance Measure, the number of "Target Units" set forth in the Award Letter for the Performance Measure, subject to adjustment pursuant to the terms hereof. (s) "Segmented Earned Performance Units" shall mean, with respect to each Performance Measure, the number of Segmented Target Performance Units multiplied by the Applicable Unit Multiplier. (t) "Subsidiary" or "subsidiary" shall mean, as to any person, any corporation, association, partnership, joint venture or other business entity of which 50% or more of the voting stock or other equity interests (in the case of entities other than corporations), is owned or controlled (directly or indirectly) by that entity, or by one or more of the Subsidiaries of that entity, or by a combination thereof. (u) "Total Earned Performance Units" shall mean the sum the Segmented Earned Performance Units for all Performance Measures. (v) "Total Target Performance Units" shall mean the sum of the Segmented Target Performance Units for all Performance Measures. View More

Definitions. Unless otherwise defined herein, capitalized terms used herein (including in the recitals above) shall have the meanings ascribed to such terms in the Credit Agreement.

Definitions. Affiliate means (i) any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such other Person, (ii) any executive officer or general partner of such other Person and (iii) any legal entity for which such Person acts as executive officer or general partner, and control for these purposes means the direct or indirect power to direct or cause the direction of the management and policies of another Person, whether by... operation of law or regulation, through ownership of securities, as trustee or executor or in any other manner. View More

Definitions. For the purposes of the Grant, certain words and phrases are defined in the Definitional Appendix attached. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan shall have the same meaning in this document.