Definitions

Definitions. The Original Indenture together with this Eleventh Supplemental Indenture are hereinafter sometimes collectively referred to as the "Indenture." For the avoidance of doubt, references to any "Section" of the "Indenture" refer to such Section of the Original Indenture as supplemented and amended by this Eleventh Supplemental Indenture. All capitalized terms which are used herein and not otherwise defined herein are defined in the Original Indenture and are used herein with the same meanings as... in the Original Indenture. View More

Definitions. The following definitions shall be applicable throughout the Plan: a. "Adjusted Stockholders' Equity" shall mean the stockholders equity of the Company at the end of any fiscal year as determined by the Company's independent auditors determined in accordance with generally accepted accounting principles as adjusted by excluding from such calculation any increase or decrease in stockholders' equity resulting from purchases or redemptions of equity securities or other derivative securities. b.... "Annual Period" means the twelve-month period representing the Company's fiscal year starting January 1 and ending December 31. c. "Award" means the amount of cash paid to a Participant under the Plan with respect to Annual Periods. d. "Award Determination Date" means the date following the end of each Annual Period that the Committee meets to review individual and Company performance, which shall in any event be no later than 30 days from the Payment Date. e. "Board" means the Company's board of directors. f. "Book Value" equals the amount of Adjusted Stockholders' Equity as set forth in the Company's consolidated financial statements, prepared in accordance with the accounting principles adopted by the Company (as set forth in the Company's Annual Report on Form 10-K for the applicable fiscal year), as of the applicable Incentive Compensation Calculation Date. Book Value as of the applicable Incentive Compensation Calculation Date shall be determined by reference to the consolidated net income and other comprehensive income of the Company, and appropriate adjustments to such Book Value shall be made for any dividends, share issuances or buybacks and other factors in accordance with Exhibit A hereto. The computations and procedures required to calculate Book Value, including without limitation, any accounting procedures used to implement any adjustments, allocations and other matters, shall be made in such reasonable manner as the Company in good faith shall determine to be appropriate and in accordance with Exhibit A hereto, and shall be subject to the approval of the Committee. g. "Committee" shall mean the Compensation Committee of the Company's Board of Directors. h. "Effective Date" means October 1, 2020. i. "Employee" means any individual, including an officer, who is a full service employee of the Company or any entity in which the Company owns more than 50% of the outstanding ownership interests entitled to vote for the election of directors or the equivalent managing body of such entity, determined on a worldwide basis. j. "High Water Mark" equals the highest Book Value after reduction for the Incentive Compensation Amount then paid into the Plan as of any preceding Incentive Compensation Calculation Date (but without giving effect to any adjustments made with respect to such Incentive Compensation Calculation Date). In the case of the first Incentive Compensation Calculation Date, such High Water Mark shall mean the Book Value as of December 31, 2019. k. "New Book Value" equals the Book Value as the most recent Award Determination Date. l. "Participant" means any individual who meets the requirements of Section 4 of the Plan. m. "Participation Date" means 90 days from the Employee's date of hire. n. "Term of the Plan" means the period during which the Plan is effective. This period shall begin on the Effective Date and end on a date to be determined in accordance with Section 10 of the Plan. View More

Definitions. (R)"Items" include documents, reports, drawings, photographs, designs, specifications, formulae, plans, samples, research or development information, prototypes, tools, equipment, proposals, marketing or sales plans, customer information, customer lists, patient lists, patient information, regulatory files, financial data, costs, pricing information, supplier information, written, printed or graphic matter, or other information and materials that concern the Company's or the Subsidiaries'... business that come into his possession or about which the Executive has knowledge by reason of his employment. View More

Definitions. (a) As used in this Agreement, each capitalized term set forth in Exhibit A shall have the meaning ascribed to it therein. (b) When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section, Exhibit or Schedule, respectively, of or attached to this Agreement unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) words using the singular or plural also include the plural or singular, respectively, (b) the terms... "hereof," "herein," "hereby" and derivative or similar words refer to this entire Agreement, (c) the words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation," (d) the word "or" shall not be exclusive and shall be read to mean "and/or" and (e) any reference to dollars or "$" shall be to United States dollars. The Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. View More

Definitions. Terms used but not defined herein have the respective meanings given to such terms in the Receivables Financing Agreement.

Definitions. The following definitions shall apply for purposes of this Warrant: "Act" means the Securities Act of 1933, as amended. "Business Day" means a weekday on which banks are open for general banking business in San Francisco, California. "Change of Control" means a Deemed Liquidation Event (as defined in the Company's Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the "Restated Certificate")). "Company" shall include, in addition to the Company... identified in the opening paragraph of this Warrant, any corporation or other entity that succeeds to the Company's obligations under this Warrant, whether by permitted assignment, by merger or consolidation or otherwise. "Expiration Date" means 5:00 p.m. Pacific Time on December 11, 2029, or such earlier date and time on which this Warrant ceases to be exercisable as provided in Section 4 hereof. "Initial Public Offering" means a firm commitment underwritten public offering pursuant to an effective registration statement filed under the Act covering the offer and sale of the Company's Common Stock for the account of the Company. "Person" means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other entity or any governmental authority. "Securities" means collectively this Warrant and the Warrant Stock issuable upon exercise of this Warrant. "Total Warrant Shares" means 250,000 shares of Warrant Stock. "Vested Warrant Shares" means Warrant Shares that are vested pursuant to Section 2.1 below. "Warrant" means this Warrant and any warrant(s) delivered in substitution or exchange therefor, as provided herein. "Warrant Price" means $0.43 per share. The Warrant Price is subject to adjustment as provided herein. "Warrant Stock" means the Company's Common Stock, $0.0001 par value per share. The number and character of shares of Warrant Stock are subject to adjustment as provided herein and the term "Warrant Stock" shall include stock and other securities and property at any time receivable or issuable upon exercise of this Warrant taking into account all such adjustments. "Warrant Shares" means shares of the Warrant Stock. View More

Definitions. For purposes of this Sublease, the following terms shall have the meanings ascribed to them in this section. In addition, any term used in this Sublease that is not defined herein but is defined in the Master Lease shall have the meaning ascribed to it in the Master Lease.

Definitions. Terms used herein and not otherwise defined herein will have the meanings specified in the applicable Unit Award Agreement or as set forth below:

Definitions. Any and all initially capitalized terms used in this Waiver and Amendment without definition (including, without limitation, in the recitals to this Waiver and Amendment) shall have the respective meanings set forth for such terms in the Credit Agreement.

Definitions. The definitions set forth in this Agreement are for convenience only and shall have no bearing on the characterization of any agreement or qualification of any agreement for the protections afforded in 11 U.S.C. §§ 362, 546, 553, 555-561.