Buyer Series D Preferred Stock Price means, with respect to a payment or recovery of Buyer Series D Preferred Stock hereunder, (a) if shares of the common stock of Buyer are listed on a nationally recognized share exchange, the volume-weighted average of the closing sale prices of the shares of such common stock of Buyer for the ten (10) consecutive trading days prior to the date a party becomes entitled to such payment or recovery, and otherwise, (b) $1.87.
Code means the United States Internal Revenue Code of 1986, as amended.
Contract means any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease, supply agreement, license agreement, development agreement or other contract, agreement, obligation, commitment or instrument that is intended to be legally binding, whether oral or written, including all amendments thereto.
control (including the terms controlled by and under common control with), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.
Convertible Note Agreement means that certain Note Purchase Agreement, substantially in the form of Exhibit F hereto, to be entered into by Buyer, certain shareholders of Buyer and Parent at or prior to the Closing.
Conveyance Taxes means all transfer, documentary, recording, sales, use, registration, stamp and other similar Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or capital gains and Property Taxes) together with any notarial and registry fees and recording costs imposed by any Taxation Authority or other Governmental Authority in connection with the transfer of the Purchased Assets or the Assumed Liabilities hereunder.
Encumbrance means any mortgage, pledge, deed of trust, hypothecation, security interest, title defect, voting trust, shareholders agreement, proxy, encumbrance, lien, burden, license, charge or other similar restriction, lease, sublease, title retention agreement, option, easement, covenant, encroachment or other adverse claim, other than, with respect to Intellectual Property included in the Purchased Assets, any licenses of Intellectual Property.
Environmental Laws means any United States Federal, state or local or any foreign Laws (including the common law), Governmental Orders, notices, Permits or binding Contracts issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources or the presence, management, Environmental Release of, or exposure to, Hazardous Materials, or to human health and safety.
Environmental Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migrating into or through the environment or any natural or man-made structure.
FDA means the United States Food and Drug Administration, or any successor agency thereto.