Definitions

Definitions. When used in this Agreement, the following terms shall have the following meanings: "Agreement" means this Amended and Restated Credit Agreement, as it may be amended, restated, extended, supplemented or otherwise modified from time to time. "Applicable Rate" shall mean, for any Rate Period, (i) the higher of BGC's or Newmark's short-term borrowing rate in effect at such time plus 100 basis points (1.00%) or (ii) such other interest rate as may be mutually agreed between the Borrower and the... Lender with respect to one or more Loans. The Applicable Rate for each Rate Period shall be reasonably determined by the Lender in accordance herewith, and the Lender shall advise the Borrower of such determination. "Borrower" means, with respect to each Loan, the Party or its applicable subsidiary borrowing the money. "Business Day" means with respect to any borrowing or payment, any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. "Credit Facilities" means the credit facilities established pursuant to this Agreement. "Effective Date" means the date hereof. "Lender" means, with respect to each Loan, the Party or its applicable subsidiary lending the money. 1 "Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. "Loan" shall have the meaning assigned to such term in Section 2.1(a). "Loan Documents" means this Agreement, any Note(s), and all other documents, agreements or instruments executed or delivered in connection with any of the foregoing. "Material Adverse Effect" means any set of circumstances or events that (a) has or would reasonably be expected to have any material adverse effect upon the validity or enforceability of any provision of this Agreement or any other Loan Document, (b) is or would reasonably be expected to be material and adverse to the condition (financial or otherwise) or business operations of the applicable Borrower and its subsidiaries, (c) materially impairs or would reasonably be expected to materially impair the ability of the applicable Borrower to perform its obligations hereunder or under any other Loan Document, or (d) materially impairs or would reasonably be expected to materially impair the ability of the applicable Lender to enforce any of its legal remedies pursuant to this Agreement or any other Loan Document. "Maturity Date" means the earliest to occur of (a) the first anniversary of the date of this Agreement, after which the Maturity Date will continue to be extended for successive one year periods unless prior written notice of non-extension is given by a Lender to the Borrower at least six (6) months in advance of such renewal date, (b) the termination of the Credit Facilities and (c) the spinoff of Newmark from BGC such that Newmark will no longer be a subsidiary of BGC at such time. "Note" shall have the meaning assigned to such term in Section 2.1(b). "Obligations" means all unpaid principal of and accrued and unpaid interest on the applicable outstanding Loans and all other obligations, interest, fees, charges and expenses of the applicable Borrower to the applicable Lender arising under or in connection with the Loan Documents. "Person" means any corporation, natural person, firm, joint venture, partnership, trust, unincorporated organization, enterprise, government or any department or agency of any government. "Rate Period" shall mean each of the applicable periods based on the Applicable Rate determined by the applicable Lender in accordance herewith, which such Lender shall advise to the Borrower. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. Unless the express context otherwise requires: (a) wherever the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation" ; (b) the word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if"; (c) with respect to the determination of any period of time, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding"; (d) the word "or" shall be disjunctive but not exclusive; (e) the word "affiliate" shall include all current and future affiliates and (f) the phrase "subsidiary of a Party" and any similar phrase when used with respect to BGC shall not include Newmark or any of its subsidiaries. View More

Definitions. Any capitalized terms not defined herein will have the meaning set forth in the Agreement.

Definitions. Where the following words and phrases are used in the Program, they shall have the respective meanings set forth below, unless the context clearly indicates to the contrary: (a) "Administrator" means the Committee or the CEO of the Company, subject to the provisions of Section 4. (b) "Annual Incentive Payment" means, with respect to a Participant for a fiscal year, the dollar amount calculated by multiplying such Participant's Target Opportunity with respect to such fiscal year by the... applicable incentive percentage (i.e., Entry Incentive Percentage, Target Incentive Percentage, Stretch Incentive Percentage, and provided that the Administrator may provide for 1 varying percentages (including through linear interpolation) between performance levels) determined by the Administrator based on the satisfaction of the performance measure(s) as may be established by the Committee under the Program, which performance measures may include Earning Per Share, Pre-tax Income, performance measures set forth in the 2017 Plan or such other secondary performance measures as may be selected by the Administrator. (c) "Base Salary" with respect to a fiscal year means the Participant's base annual salary with respect to such fiscal year payable or paid, as applicable, by the Company or a consolidated subsidiary, as in effect on a date specified by the Administrator or over a period specified by the Administrator for such fiscal year as determined by the Administrator at the time such Participant commences participation in the Program for such fiscal year (except as otherwise specifically provided in the Program). (d) "Broad Based Payment" means, with respect to a fiscal year, that a payment has been or will be paid under the Company's broad-based profit sharing plan to the participants in that plan with respect to such fiscal year. (e) "Change of Control" means, with respect to the Cash Incentive Award at issue, a "Change of Control" as defined in the 2017 Plan as in effect on the date that the Committee makes the designations enumerated in Section 4(b) for such Cash Incentive Award. (f) "Change of Control Level" with respect to a fiscal year means the amount established by the Committee as the Change of Control Level with respect to such fiscal year pursuant to Section 4 hereof. (g) "Change Year" means the fiscal year during which a Change of Control occurs. (h) "Disability" means, with respect to a Participant, the disability of such Participant such as would entitle such Participant to receive disability income benefits pursuant to the long-term disability plan of the Company or a subsidiary then covering such Participant or, if no such plan exists or is applicable to such Participant, the permanent and total disability of such Participant within the meaning of section 22(e)(3) of the Code. (i) "Eligible Employee" means any individual who is an officer of the Company or a subsidiary. (j) "Entry Incentive Percentage" means, with respect to a Participant for a fiscal year, that percentage established by the Administrator as the Entry Incentive Percentage with respect to such Participant for such fiscal year pursuant to Section 4 hereof. (k) "Entry Level" with respect to a fiscal year means the amount established by the Committee as the Entry Level of the specified performance measure(s) with respect to such fiscal year pursuant to Section 4 hereof. 2 (l) "Participant" means an Eligible Employee who has received a Cash Incentive Award under the Program with respect to a fiscal year of the Company pursuant to Section 4. (m) "Performance Target" means, with respect to a fiscal year, the minimum level of the performance measure(s) as may be established by the Administrator that must be achieved for such fiscal year in order for a Participant to be eligible to receive an Annual Incentive Payment for such fiscal year. (n) "Pre-tax Income" means, with respect to each fiscal year, the aggregate consolidated net income adjusted to exclude reported income taxes of the Company for such fiscal year as shown on the Company's consolidated financial statements for such fiscal year and as further adjusted by the Committee for any other objectively determinable component of Pre-Tax Income, as determined by the Committee in its sole and absolute discretion. (o) "Stretch Incentive Percentage" means, with respect to a Participant for a fiscal year, that percentage established by the Administrator as the Stretch Incentive Percentage with respect to such Participant for such fiscal year pursuant to Section 4 hereof. (p) "Stretch Level" with respect to a fiscal year means the amount established by the Committee as the Stretch Level of the specified performance measure(s) with respect to such fiscal year pursuant to Section 4 hereof. (q) "Target Incentive Percentage" means, with respect to a Participant for a fiscal year, that percentage established by the Administrator as the Target Incentive Percentage with respect to such Participant for such fiscal year pursuant to Section 4 hereof. (r) "Target Level" with respect to a fiscal year means the amount established by the Committee as the Target Level of the specified performance measure(s) with respect to such fiscal year pursuant to Section 4 hereof. (s) "Target Opportunity" means, with respect to a Participant for a fiscal year, a dollar amount established by the Administrator as the Target Opportunity for such Participant with respect to such fiscal year (which, in the discretion of the Administrator, may be expressed as a percentage of such Participant's Base Salary for such fiscal year (or different percentages of such Participant's Base Salary with respect to different portions of such fiscal year)). View More

Definitions. The following definitions are hereby incorporated into the Loan Agreement.

Definitions. As used in this Agreement:(i) "Cause" shall have the meaning set forth in the Severance Plan; provided, however, that upon and after a Change in Control Event "Cause" shall have the meaning set forth in the CIC Severance Plan. (ii) "Disability" means a "permanent and total disability" (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator). (iii) "Good Reason" shall have the meaning set forth in the CIC Severance Plan.

Definitions. (a) "Board" - The Board of Directors of the Company. (b) "Code" - The Internal Revenue Code of 1986, as amended from time to time. (c) "Committee" - The Compensation Committee of the Company's Board, or such other committee of the Board that is designated by the Board to administer the Plan, composed of not less than two members of the Board all of whom are disinterested persons, as contemplated by Rule 16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as amended (the... " Exchange Act "). (d) "Company" - IPSIDY INC. and its subsidiaries including subsidiaries of subsidiaries. (e) "Exchange Act" - The Securities Exchange Act of 1934, as amended from time to time. (f) "Fair Market Value" - The fair market value of the Company's issued and outstanding Stock as determined in good faith by the Board or Committee. (g) "Grant" - The grant of any form of stock option, stock award, or stock purchase offer, whether granted singly, in combination or in tandem, to a Participant pursuant to such terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan. (h) "Grant Agreement" - An agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant. 1 (i) "Option" - Either an Incentive Stock Option, in accordance with Section 422 of Code, or a Nonstatutory Option, to purchase the Company's Stock that may be awarded to a Participant under the Plan. A Participant who receives an award of an Option shall be referred to as an "Optionee." (j) "Participant" - A director, officer, employee or consultant of the Company to whom an Award has been made under the Plan. (k) "Restricted Stock Purchase Offer" - A Grant of the right to purchase a specified number of shares of Stock pursuant to a written agreement issued under the Plan. (l) "Securities Act" - The Securities Act of 1933, as amended from time to time. (m) "Stock" - Authorized and issued or unissued shares of common stock of the Company. (n) "Stock Award" - A Grant made under the Plan in stock or denominated in units of stock for which the Participant is not obligated to pay additional consideration. View More

Definitions. Capitalized terms not otherwise defined in this amendment shall have the meanings given to them in the Partnership Agreement.

Definitions. Unless otherwise defined herein, capitalized terms shall have the same meanings assigned thereto in the Indenture.

Definitions. As used in this Note, the following capitalized terms have the following meanings: "AgeX" means AgeX Therapeutics, Inc., a Delaware corporation. "Event of Default" has the meaning given in Section 2 hereof. "Holder" shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note. "Obligations" as of any time shall mean the entire unpaid principal balance outstanding under this Note, plus all previously accrued... and unpaid interest, all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company to Holder of every kind and description, then existing or thereafter arising under or pursuant to the terms of this Note, including, all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by the Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due. "Ordinary Shares" shall mean the ordinary shares, nil par value, of the Company, having the rights and privileges set forth in the Company's Memorandum and Articles of Association; provided, that if the Company issues equity securities of a different class of capital stock in a Qualified Initial Public Offering, then references in this Note to Ordinary Shares shall be read to refer to shares of such other class of capital stock of the Company. "Person" shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority. "Preferred Shares" shall mean the Series A Preferred Shares, nil par value, of the Company having the rights and preferences outlined in the Company's Memorandum and Articles of Association. In the event that all outstanding Preferred Shares shall convert or shall have converted into, or shall have been exchanged for, any other class or equity securities of the Company (including Common Shares), references to Preferred Shares in this Note shall be read to refer to such number of shares of capital stock into which the applicable number of Preferred Shares shall have been converted (or for which such Preferred Shares shall have been exchanged) at the applicable conversion or exchange ratio. -4- "Qualified Initial Public Offering" shall mean the closing of the Company's first firm commitment underwritten initial public offering of the Company's Ordinary Shares pursuant to a registration statement filed under the Securities Act or, if outside the United States, pursuant to the laws of a foreign jurisdiction and resulting in the listing of the Company's Ordinary Shares on a "designated offshore securities market" as defined in Section 902(b) under the Act, in either case resulting in gross proceeds to the Company of not less than Fifty Million Dollars ($50,000,000). "Securities Act" shall mean the Securities Act of 1933, as amended. "Specified Trading Market" shall mean the New York Stock Exchange, the Nasdaq Stock Market, or the NYSE American. "Trading Ratio" shall mean a fraction, not less than 1.0, the numerator of which is the volume-weighted average trading price of one share of AgeX's common stock on its principal Specified Trading Market for the twenty (20) trading days prior to the pricing of the Qualified Initial Public Offering (or such shorter number of days during which the common stock of AgeX shall have been listed on a Specified Trading Market), and the denominator of which shall be $3.00. View More

Definitions. Except as otherwise defined in this First Amendment, terms defined in the Amended Note Purchase Agreement are used herein as defined therein.