Definitions

Definitions. In this Agreement the following expressions shall have the following meanings: "Amended Revolving Facility Agreement" means the Revolving Facility Agreement, as amended by this Agreement. "Secured Obligations" has the meaning given to that term in the Intercreditor Agreement.

Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan, as in effect on the Date of Grant. Notwithstanding the foregoing, the following capitalized terms shall have the following definitions for purposes of this Award Agreement:(a) "Retirement" shall mean the Participant's Voluntary Resignation on or after attaining age 60 and completion of at least 10 years of service. (b) "Termination Under Limited Circumstances" shall mean the... Participant's termination of employment with Key wherein all of the following events occur: (1) the Participant's employment with Key terminates under circumstances in which the Participant becomes entitled to receive either: (i) a severance payment under the KeyCorp Separation Pay Plan as in effect at the time of the Participant's Employment Termination Date, or (ii) salary continuation benefits under the terms and conditions of an employment separation or letter agreement with Key, including, without limitation, a Change of Control Agreement; (2) Participant executes and delivers to Key, within 50 calendar days after the termination of Participant's employment, a release of claims in a form provided by Key; and (3) such release of claims becomes effective and irrevocable in accordance with its terms. View More

Definitions. For purposes of determining the Performance Multiplier Percentage, the following terms shall have the meanings indicated: (a) "Index" means the Russell 2000 Index. (b) "TSR" or "Total Shareholder Return" for the Company or the Index during the Performance Period means the cumulative total return during the Performance Period on the Company's Stock or a deemed investment in the Index, as measured by the change in the price of a share of the Company's Stock or in the Index value, as the case may... be, from the beginning of the Performance Period to the end of the Performance Period and taking into account the assumed reinvestment of all dividends paid during the Performance Period, expressed as a percentage comparing such cumulative total return to the price of a share of the Company's Stock or the Index value, as the case may be, at the beginning of the Performance Period. Total Shareholder Return shall be calculated consistent with the following principles: (i) The Stock price or Index value at the beginning of the Performance Period will be the average closing sale price of the Stock (on the principal U.S. exchange) or average Index value (as reported in the Wall Street Journal) for the 20 trading days immediately preceding the first day of the Performance Period. (ii) The Stock price or Index value at the end of the Performance Period will be the average closing sale price of the Stock (on the principal U.S. exchange) or average Index value (as reported in the Wall Street Journal) for the last 20 trading days of the Performance Period. (c) "Performance Multiplier Percentage" or "PMP" means the percentage specified in the following table that corresponds to the TSR achieved by the Company during the Performance Period as compared to the TSR achieved by the Index during the Performance Period. If the comparison of Company TSR against Index TSR falls between the performance levels specified in the table, the corresponding Performance Multiplier Percentage will be determined by linear interpolation. If Company TSR is greater than Index TSR but is negative, the Performance Multiplier Percentage shall be capped at 100%.6 Company TSR as Compared to Index TSRPerformance Multiplier PercentageCompany TSR is more than 10 percentage points less than Index TSR0%Company TSR is 10 percentage points less than Index TSR40%Company TSR is equal to Index TSR80%Company TSR is 5 percentage points greater than Index TSR100%Company TSR is 30 percentage points greater than Index TSR200% 3. Rounding. In calculating the Performance Multiplier Percentage, percentages shall be rounded to the nearest one-tenth of one percent. In calculating the number of earned PSUs, the number of earned PSUs shall be rounded to the nearest whole unit. View More

Definitions. Customer that has been solicited or serviced by the Company within one year prior to the date of termination of Participant's employment with the Company and (B) any customer with which the Participant has had contact or association, or which was under the supervision of Participant, or the identity of which was learned by the Participant as a result of Participant's employment with the Company

Definitions. 2.13."Total Shareholder Return" shall mean the percentile comparison during the Measurement Period of the total shareholder return of Tyson as compared to members of the Peer Group. Total shareholder return of Tyson and of the Peer Group shall be calculated as the sum of (a) Share Price at Final Measurement Date, less (b) Share Price at the Initial Measurement Date, plus (c) cumulative dividends per share paid during the Measurement Period based on the ex-dividend date for which the resulting... sum of (a), (b) and (c) is divided by the Share Price at the Initial Measurement Date. View More

Definitions. In this Agreement, the following words shall, unless otherwise stated or are inconsistent with the context, have the following meanings: • "Agreement" means this Patent License and Assignment Agreement, entered into between Assignor and Assignee on November 15, 2022. • "Assigned Patent Rights" means the rights and interests in and to any and all assigned patents (including Assignor's certificates and formulas), including any and all continuing applications, renewals, and all letters patent on... any of the foregoing. • "Effective Date" means the date of this Agreement agreed to by the Parties as the date on which the Agreement takes effect. • "Field of use" is a provision based on a patent license that limits the scope of what the Assignor authorizes to the Assignee that manufactures a patented product or performs a patented process to do in relation to the patent, by specifying a defined field of use that is, a defined field of permissible operation by the Assignor. • "License" means any rights under this Agreement now or hereafter acquired by Assignee to use any registration, copyright, or copyright registration for which a patent is in existence or other licenses of rights or interests now held or hereafter acquired by Assignee. • "Patents" means the ownership of all rights, title, and interest in and to each of the Patents hereafter acquired by Assignee, free and clear of all liens and other adverse claims. All of the issued Patents are currently in compliance with formal legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject to any maintenance fees or taxes, or actions falling. No Patent has been or is now involved in any interference, reissue, reexamination, or opposition proceeding. • "Product" means any Product made or commercialized by or for Mag Magna Corp. in any country or territory in the world (or any component thereof). • "Term" means the period in which the Agreement shall be in full force and effect, commencing on the Effective Date and continuing for a term of 5 (five) years. • "Territory" means all the countries and territories within North America. View More

Definitions. Capitalized terms used in this Loan Agreement shall have in first priority the meaning as set forth in Annex 1 and in second priority as defined in the BCA.

Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, the following terms shall have the following meanings:

Definitions. Exhibit 1 Definitions

Definitions. Unless defined elsewhere in this Agreement, the following terms shall have the meanings herein specified: "Affiliate" has the meaning set forth in Section 7.02 of this Agreement. "Borrower" has the meaning set forth in the introductory paragraph of this Agreement. "Change of Control" means (a) one or more transactions resulting in one or more Persons (other than the shareholders of Borrower that are existing as of the date hereof) either (i) owning in the aggregate in excess of 50% of... the then outstanding capital stock interests of Borrower or (ii) being able to elect a majority of the board of directors of Borrower or otherwise to exercise, directly or indirectly, control over the management of Borrower, provided that either such change described in (a)(i) or (a)(ii) also actually resulted in a material change in the management team of Borrower, or (b) a sale of all or substantially all the assets of the Borrower or any of its subsidiaries. "Closing" means the date of this Agreement. "Default Rate" has the meaning set forth in the Note. "Event of Default" has the meaning set forth in Article 8 of this Agreement. "Expense Payments" has the meaning set forth in Section 9.03 of this Agreement. "GAAP" means U.S. generally accepted accounting principles, consistently applied, for the period or periods in question. "Hazardous Materials" means (a) hydrocarbon gases, propane, petroleum and petroleum products (including their by-products and breakdown products), radioactive materials, asbestos-containing materials, polychlorinated biphenyls, lead paint, mold or other microbial contamination and radon gas, and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any environmental law. De minimis amounts of household cleaning supplies, office supplies and petroleum-based products used in the ordinary course of operating the real property and which are stored and disposed of in accordance with applicable laws are not considered Hazardous Materials." 1 "Indebtedness" of any Person means (a) all obligations of such Person for borrowed money; (b) all obligations on which interest charges are customarily paid or accrued; (c) all obligations of such Person evidenced by bonds, debentures, notes or other instruments, all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person; (d) all obligations of such Person issued or assumed as the deferred and unpaid purchase price of property or services (excluding trade accounts payable incurred in the ordinary course of business that are not past due and which are classified as short term liabilities in accordance with GAAP); (e) all obligations of others secured by (or having an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; (f) all guarantee obligations by such Person of Indebtedness of others; (g) all capital lease obligations of such Person; (h) all obligations of such Person as an account party in respect of letters of credit or similar facilities and bankers' acceptances; (i) the obligations outstanding under any synthetic leases, off-balance sheet loan or similar off-balance sheet financing of such Person; (j) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements; (k) all obligations of any partnership or joint venture as to which such Person is or may become liable to the extent such obligations are deemed to be liabilities under GAAP and (l) any item (other than trade accounts payable incurred in the ordinary course of business that are not past due and which are classified as short term liabilities in accordance with GAAP) which in accordance with GAAP should be classified upon the balance sheet of such Person as liabilities. "Lender" has the meaning set forth in the introductory paragraph of this Agreement, its successors and assigns. "Loan" has the meaning set forth in the Recitals to this Agreement. "Loan Documents" has the meaning set forth in Section 2.06 of this Agreement. "Maturity Date" has the meaning set forth in the Note. "Note" means the Term Promissory Note dated the date hereof in the aggregate principal amount of $5,000,000 from Borrower made payable to Lender, as the same may be amended, replaced, restated, extended, renewed or otherwise modified from time to time. "Obligations" means all indebtedness, advances pursuant to this Agreement or otherwise, debts, liabilities and obligations, for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable) owing by Borrower to Lender, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, in each case arising under this Agreement or any of the other Loan Documents. The term "Obligations" includes all principal, interest (including all interest that accrues after the commencement of any case or proceeding in bankruptcy after the insolvency of, or for the reorganization of Borrower, whether or not allowed in such proceeding), fees, charges, expenses, attorneys' fees, and any other sum chargeable to the Borrower under this Agreement or any other Loan Document. "Parent Company" means Clene, Inc., a corporation incorporated in the State of Delaware, the owner of 100% of the issued and outstanding stock of Borrower. "Person" means and includes an individual, a corporation, a partnership, a joint venture, a limited liability company or partnership, a trust, an unincorporated association, a governmental authority, any other organization or entity. "Solvent" means, as to any Person, that such Person at the time of determination: (a) owns assets whose fair saleable aggregate value is greater than the amount required to pay all its liabilities; (b) is able to pay all its liabilities as such liabilities mature; and (c) has paid in and unimpaired capital sufficient to carry on its business and transactions and all business and transactions in which it engages or is about to engage. "Supporting Documentation" has the meaning set forth in Section 5.03(a) of this Agreement. View More