Definitions

Definitions. Terms used in this Agreement and not otherwise defined shall have the meaning given to them in the Credit Agreement. In addition to terms separately defined in this Agreement, as used in this Agreement, the following terms have the following meanings: "Acquisition" means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company on a consolidated basis; (ii) any merger or... consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company's domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company's (or the surviving or successor entity's or, if the surviving or successor entity is a wholly-owned subsidiary, its parent's) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company's then-total outstanding combined voting power; provided, however, that an "Acquisition" shall not include a Qualified SPAC Transaction. "Affiliate" means with respect to any specified entity, any other entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified entity, where the term "control", "controlled", or "controlling" as used in this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. "Applicable Loan Amount" means $2,500,000. "Qualified Equity Financing" means an equity financing pursuant to which the Company issues and sells shares of its equity securities to investors in an arm's-length transaction for the principal purpose of raising capital and resulting in aggregate gross proceeds to the Company of not less than $35,000,000. "Qualified SPAC Transaction" means a SPAC Transaction resulting in minimum cash to the balance sheet of the successor company of the SPAC Transaction, after the payment of transaction costs and expenses, of not less than $35,000,000. "SPAC Transaction" means a transaction or series of transactions (whether by merger, consolidation, or transfer or issuance of Equity Interests or otherwise) whereby a special purpose acquisition company acquires all of the Equity Interests of the Company (or any surviving or resulting company). "Warrant" means a warrant to purchase Warrant Shares issued by the Company pursuant to this Agreement and in the form set forth on Exhibit A. View More

Definitions. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to it in the Purchase Agreement.

Definitions. Whenever a term is used in this Award Agreement, the following words and phrases shall have the meanings set forth below or as set forth in the Plan unless the context plainly requires a different meaning, and when a defined meaning is intended, the term is capitalized.

Definitions. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

Definitions. 1.2."Actions" mean the ITC Action, the California Action, and the Korean Actions.1.3."Affiliate(s)" with respect to any Party means any individual, corporation, association, or other business entity (collectively, "Person") that directly or indirectly controls, is controlled by, or is under common control with the Party in question. 1.1."Regulatory Materials" means regulatory applications, submissions, notifications, communications, correspondence, registrations, common technical documents,... technical documents, Marketing Authorizations or other filings made to, received from or otherwise conducted with a Government Authority in order to Commercialize the Licensed Product in the Territory and, after the Initial Royalty Period, in the Renewal Territory.1.2."Release Date" means the date on which all Initial License Payments under Section 4 of this Agreement have been made and all License Payments under Section 5 of the US Settlement Agreement have been made, provided that (a) no party has exercised its right to terminate this Agreement or the US Settlement Agreement and (b) this Agreement and the US Settlement Agreement are assumed pursuant to a court order in the event Evolus enters into bankruptcy proceedings.1.3."Renewal Reporting Period" means a calendar quarter (or three month period), except the first Renewal Reporting Period shall begin on September 17, 2022 and end on December 31, 2022, and the last Renewal Reporting Period shall begin on July 1, 2032 and end on September 16, 2032.1.4."Renewal Royalty" means [***] of Net Sales in the Renewal Territory.1.5."Renewal Royalty Period" means the period starting on September 17, 2022 and ending on September 16, 2032.1.6."Renewal Territory" means the Territory and the United States and its territories and possessions.1.7. View More

Definitions. 1.1 "Affiliate" means, with respect to any specified Investor, any other Investor who directly or indirectly, controls, is controlled by or is under common control with such Investor, including, without limitation, any general partner, managing member, officer, director or trustee of such Investor, or any venture capital fund or other investment fund now or hereafter existing which is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same... management company or investment adviser with, such Investor. 1.2 "Board of Directors" means the board of directors of the Company. 1.3 "Capital Stock" means (a) shares of Common Stock and Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Preferred Stock, and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Key Holder, any Investor, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by an Investor or Key Holder (or any other calculation based thereon), all shares of Preferred Stock shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio. 1.4 "Certificate of Incorporation" means the Company's Certificate of Incorporation, as amended and/or restated from time to time. 1.5 "Change of Control" means a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company. 1 1.6 "Common Stock" means shares of Common Stock of the Company, $0.0001 par value per share. 1.7 "Company Notice" means written notice from the Company notifying the selling Key Holders and each Investor that the Company intends to exercise its Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Key Holder Transfer. 1.8 "Investor Notice" means written notice from any Investor notifying the Company and the selling Key Holder(s) that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer. 1.9 "Investors" means the persons named on Schedule A hereto, each person to whom the rights of an Investor are assigned pursuant to Section 6.9, each person who hereafter becomes a signatory to this Agreement pursuant to Section 6.11 and any one of them, as the context may require. 1.10 "Key Holders" means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Section 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Section 6.9 or 6.17 and any one of them, as the context may require. 1.11 "Preferred Stock" means collectively, all shares of Series A Convertible Redeemable Preferred Stock. 1.12 "Proposed Key Holder Transfer" means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders. 1.13 "Proposed Transfer Notice" means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer. 1.14 "Prospective Transferee" means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer. 1.15 "Right of Co-Sale" means the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on the terms and conditions specified in the Proposed Transfer Notice. 1.16 "Right of First Refusal" means the right, but not an obligation, of the Company, or its permitted transferees or assigns, to purchase some or all of the Transfer Stock with respect to a Proposed Key Holder Transfer, on the terms and conditions specified in the Proposed Transfer Notice. 1.17 "Secondary Notice" means written notice from the Company notifying the Investors and the selling Key Holder that the Company does not intend to exercise its Right of First Refusal as to all shares of any Transfer Stock with respect to a Proposed Key Holder Transfer, on the terms and conditions specified in the Proposed Transfer Notice. 2 1.18 "Secondary Refusal Right" means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice. 1.19 "Transfer Stock" means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock. 1.20 "Undersubscription Notice" means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right. 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Definitions. All capitalized terms used herein but not specifically defined in this Amendment shall have the meanings ascribed to such terms in the Original Lease. The term "Lease" where used in the Original Lease and this Amendment shall hereafter refer to the Original Lease, as amended by this Amendment.

Definitions. The following terms shall have the following meanings in this Agreement. All other terms not defined herein shall have the meanings ascribed to them in the First Lien Credit Agreement.

Definitions. All references to the "Agreement" or the "Credit Agreement" in the Credit Agreement and in this Amendment shall be deemed to be references to the Credit Agreement as it may be amended, restated, extended, renewed, replaced, or otherwise modified from time to time. Capitalized terms used herein and not defined have the meanings given to such terms in the Credit Agreement.

Definitions. Capitalized terms used but not defined herein shall have the same meanings herein as in the Credit Agreement, as amended hereby.