Definitions

Definitions. 2.2Term. 2.3Services. 2.4Service Levels. 2.6Fees and Payment Terms. 2.7Invoice Terms. 2.8Taxes. 2.9Additional Features: (a)For the avoidance of doubt, any Additional Feature used by the Channel Partner is deemed to form part of the Services. 3.2SMS Content. 3.3Phone Numbers. 3.4Affiliates. 3.5Resale of the Services. 3.6Marketing Guidelines: (a)In the event that TeleSign agree in writing to allow Channel Partner to resell TeleSign branded Services, Channel Partner shall be entitled to use... TeleSign's Proprietary Marks as part of such resale of TeleSign branded Services only, provided that Channel Partner shall: TeleSign Corporation – Confidential (i)strictly abide by any marketing guidelines and other instructions issued by TeleSign regarding the use of TeleSign's Proprietary Marks at all times; (ii)obtain TeleSign's prior written consent before issuing or publishing any new marketing materials, publications, or product documentation that uses any TeleSign Proprietary Marks; (iii)only use any approved marketing materials, publications or product documentation for the purpose approved by TeleSign; and (iv)cease using any marketing materials, publications or product documentation immediately upon request by TeleSign. 4.2Channel Partner Data. 4.3Consent. View More

Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the Tax Receivable Agreement.

Definitions. Capitalized terms used in this Amendment Agreement shall have the respective meanings as set forth in the Loan Agreement.

Definitions. (a)"60-Day VWAP" means the average of the Daily VWAPs over the 60 consecutive Trading Day period beginning on, and including, February 1, 2022. (b)"Additional Share Amount" means a number of shares of Common Stock equal to the quotient of (x) three million three hundred thousand dollars ($3,300,000) divided by (y) the 60-Day VWAP, with any fractional shares rounded to the nearest whole number. (c)"Affiliate" means, with respect to a Person, any Person that, at the time of determination,... directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such first Person. For purposes of this definition, "control" and, with correlative meanings, the terms "controlled by" and "under common control with," mean the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of Voting Securities, by contract relating to voting rights or corporate governance, or otherwise. (d)"Associate" means, with respect to a Person who is an individual, (a) any of such Person's Family Members; (b) any company, partnership or trust in which such Person or any of such Person's Family Members owns five percent (5%) or more of its equity or voting interests; or (c) any trust for the benefit of such Person or one or more of such Person's Family Members. (e)A "Change in Control" can be deemed to occur upon any of the following events (i)any "person" as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company or any of its Affiliates, (B) any trustee or other fiduciary holding Securities under any employee benefit plan of the Company or any of its Affiliates, (C) an underwriter temporarily holding Securities pursuant to an offering of such Securities, (D) any of the Executive, Jason Luo, their respective Affiliates or any Person who acquires 10 any Securities or Derivative Instruments from the foregoing Persons, or (E) an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as such stockholders' ownership of equity interests) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, by way of merger, consolidation, recapitalization, reorganization or otherwise, of fifty percent (50%) or more of the total voting power of the then outstanding Voting Securities; (ii)during any period of twelve (12) consecutive months occurring after the Effective Date, a majority of the members of the Board ceases to be composed of individuals who (x) were directors on the first day of such period or (y) become directors after the first day of such period and whose election or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then in office who were directors on the first day of such period or whose election or nomination for election was previously so approved; (iii)the consummation of a merger or consolidation of the Company with any other company, other than a merger or consolidation which would result in the Voting Securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the Voting Securities or such surviving entity outstanding immediately after such merger or consolidation; or (iv)the consummation of a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all the Company's assets. Notwithstanding anything to the contrary herein, in no event shall any breach by the Executive of his obligations described under Section 16 or the first sentence of Section 17 herein constitute a "Change in Control" for purposes of terminating any of the Executive's obligations under Section 16 or the first sentence of Section 17. (f)"Common Stock" means the common stock, $0.0001 par value per share, of the Company. (g)"Daily VWAP" means, for any Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading "Bloomberg VWAP" on Bloomberg page "ELMS AQR" (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or, if such volume-weighted average price is unavailable (including as a result of any limitation imposed on trading in the Common Stock, or any suspension in the listing of the Common Stock on any such Trading Day), the market value of one share of Common Stock on such Trading Day, determined, using a volume-weighted average price method, by a nationally recognized 11 independent investment banking or valuation firm selected by the Company in its sole discretion). (h)"Family Member" means, with respect to a Person, such Person's spouse, parents, siblings, children and other descendants. (i)"Person" means an individual, partnership, joint venture, limited liability company, corporation, firm, trust, unincorporated organization and government or other department or agency thereof. (j)"Redeemable Warrants" means each whole warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share. (k)"Trading Day" means any day on which trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then "Trading Day" means a business day. (l)"Voting Securities" means the Common Stock and any other securities of the Company entitled to vote in the election of directors. View More

Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement. For the purpose of this Agreement, the following terms shall have the following meanings:

Definitions. For the purposes of this Debenture and Exhibit "D", capitalized words and phrases shall have the meanings set forth in Exhibit "A".

Definitions. The following terms have the following meanings: a. "Action" shall mean any claim, action, cause of action, charge, complaint, arbitration, grievance, demand, lawsuit, arbitration, inquiry, audit, notice of violation, hearing, proceeding, litigation, citation, summons, inquiry, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. b. "Actual Fraud" shall mean an actual and intentional fraud with the intent to deceive with... respect to the representations and warranties by such parties pursuant to Sections 3 or 4 when such representations and warranties were made with the express intention that the other party rely thereon. c. "Agreement" means this Agreement, and all the exhibits and schedules attached to this Agreement, and all amendments and supplements, if any, to this Agreement. d. "Closing" shall mean the completion of the transactions contemplated hereunder, in accordance with Section 6 hereof. 1 e. "Closing Date" shall mean the date on which the Closing occurs. f. "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. g. "KCCO Transaction Expenses" means all of the fees, costs and expenses incurred by KCCO in connection with the transactions contemplated by this Agreement, including all fees, costs and expenses payable to attorneys, financial advisors, accountants, insurance or benefits brokers or any other professional advisors. h. "Loss" and "Losses" shall mean any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including without limitation, interest, penalties, fines, and reasonable attorneys, accountants and other professional fees and expenses, but excluding any special, incidental, indirect, consequential or punitive damages suffered by PHIL or KCCO including damages for lost profits, lost business opportunities or diminution in value suffered or incurred. i. "Person" shall mean any individual, corporation, partnership, trust, limited liability company, association or other entity. j. "SEC" shall mean the United States Securities and Exchange Commission. k. "Securities Act" shall mean the United States Securities Act of 1933, as amended. l. "1934 Act" shall mean the United States Securities Exchange Act of 1934, as amended. View More

Definitions. Capitalized terms used but not otherwise defined herein (including, without limitation, capitalized terms used in the above preamble and background section) have the respective meanings set forth in the Agreement (as amended hereby).

Definitions. The term 'Amorphous Alloy' means any one or more amorphous alloys or bulk metallic glasses (or composite materials containing amorphous alloys or bulk metallic glasses) including the Liquidmetal Products (defined below), and any and all alloys now or in the future that are proprietary to Liquidmetal or marketed or sold under the Liquidmetal® brand.

Definitions. A. "Intel Components" means all of the hardware and software products and components sold or distributed by Intel or its affiliates that Intel specifies in the Reference Design Materials. Intel Components includes Intel Products and BZM2. B. "Intellectual Property Rights" means, all worldwide copyrights, Patents, trade secrets, and any other intellectual or industrial property rights, but excluding any trademarks or similar rights. C. "Licensed Patent Claims" means only those claims of Intel... Patents that are necessarily and directly infringed by implementation of the Reference Design Materials in Company Products, alone and not in combination with any other materials. Licensed Patent Claims do not include any claims of any Intel Patent: i. that only are infringed by any portion of Company Products other than the portion that implements the Reference Design Materials alone and not in combination with anything else; ii. that are directed to semiconductors, semiconductor fabrication, or related processes; iii. that are subject to a RAND, FRAND or other similar licensing commitment to any standards or regulatory body; iv. that only are infringed by any third party components or software that may be identified or referenced in the Reference Design Materials; or v. other than those claims specifically identified in this definition, even if contained in the same Patent as a Licensed Patent Claim. D. "Patents" means all classes or types of patents (including, without limitation, originals, reexaminations, divisions, continuations, continuations-in-part, extensions or reissues), and applications for these classes or types of patents throughout the world. E. "Reference Design Materials" or "RDM" means the reference designs and associated technical specification(s), including, but not limited to, design schematics, in the form that Intel specifies in Addendum D-1 (Reference Design Materials or RDM) of this Agreement, without modification by Company. If Intel provides an updated Addendum D-1 that more specifically identifies the Reference Design Materials than the Addendum that accompanies this Agreement, that updated Addendum D-1 will control. View More