Certain Definitions Contract Clauses (12,518)

Certain Definitions. In additional to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1: (a) "Expiration Date" shall be the fifth (5th) anniversary of the Initial Exercise Date of this Warrant. (b) "Merger" means (A) the closing of the sale, transfer or other disposition of all or substantially all of the Company's assets, (B) the consummation of the merger or consolidation of the Company with or into another entity (except a merger or consolidation in... which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity), or (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Company's securities), of the Company's securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Company; provided, however, that a transaction shall not constitute a Merger if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately prior to such transaction. (c) "Warrant Share" is a share of the Company's capital stock for which the Holder is entitled to subscribe for and purchase by exercising this Warrant. -1- 2. Registration of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of record of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. View More

Certain Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in this Section 1. "Acquisition Proposal" has the meaning set forth in the Merger Agreement. "Action" has the meaning set forth in the Merger Agreement. "Additional Owned Shares" with respect to the Stockholder means all Shares which are beneficially owned by such Stockholder and are acquired by such Stockholder after the date hereof and prior to the... termination of this Agreement. "Affiliate" has the meaning set forth in the Merger Agreement; provided, however, that for the purposes of this Agreement (i) the Company shall be deemed not to be an Affiliate of any Stockholder and (ii) for the avoidance of doubt, no Stockholder shall be deemed an Affiliate of any other holder of Shares or equity interests of the Company solely by virtue of deemed common control of the Company. "beneficial ownership" (and related terms such as "beneficially owned" or "beneficial owner") has the meaning set forth in Rule 13d-3 under the Exchange Act. "Business Day" has the meaning set forth in the Merger Agreement. "Covered Shares" with respect to the Stockholder means such Stockholder's Owned Shares and Additional Owned Shares. "Change of Recommendation" has the meaning set forth in the Merger Agreement. "Effective Time" has the meaning set forth in the Merger Agreement. "Disclosed Owned Shares" has the meaning assigned thereto in Section 5(a) hereof. "Governmental Entity" has the meaning set forth in the Merger Agreement. "HSR Act" has the meaning set forth in the Merger Agreement. "Liens" has the meaning assigned thereto in Section 5(a) hereof. "NRS" means the Nevada Revised Statute, as amended. "Owned Shares" with respect to the Stockholder means all Shares which are beneficially owned by the Stockholder as of the date hereof; provided, however, that with respect to a Stockholder that is a party to the Settlement Agreement, "Owned Shares" shall not include any Shares owned beneficially or of record by any other party to the Settlement Agreement that such first Stockholder may be deemed to beneficially own solely as a result of such Stockholder being deemed a member of a group (as defined in Section 13(d) of the Exchange Act) with such other parties to the Settlement Agreement. "Person" means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization or other entity or group (as defined in Section 13(d) of the Exchange Act). "Representatives" has the meaning assigned thereto in Section 3(b) hereof. "Settlement Agreement" means that certain Settlement Agreement, dated as of July 28, 2014, by and among the Company and the stockholders of the Company party thereto from time to time, as amended, supplemented or modified from time to time in accordance with the terms thereof. "Stockholders Meeting" has the meaning assigned thereto in Section 2 hereof. "Subsidiary" has the meaning set forth in the Merger Agreement. "Survival Period" has the meaning assigned thereto in Section 5A hereof. "Takeover Laws" has the meaning set forth in the Merger Agreement. "Term" has the meaning assigned thereto in Section 6 hereof. 2 "Transfer" means, with respect to a security, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such security or the beneficial ownership thereof, the offer to make such a transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, "Transfer" shall have a correlative meaning. View More

Certain Definitions. Capitalized terms used, but not otherwise defined, in this Award Agreement will have the meanings given to such terms in the Plan.

Certain Definitions. a. "Effective Date" means the first date during the Term (as defined in Section 1(b)) on which a Change of Control (as defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs, and (i) the Executive's employment with the Company is terminated by the Company without Cause or (ii) the Executive ceases to be an officer of the Company in either case prior to the date on which the Change of Control occurs, and if it is reasonably... demonstrated by the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculated to effect such Change of Control or (ii) otherwise arose in connection with or anticipation of such Change of Control, then, in each such case, for all purposes of this Agreement "Effective Date" shall mean the date immediately prior to the date of such termination of employment or cessation of status as an officer. b. The "Term" means the period commencing on the date hereof and ending on the earlier to occur of (i) May 6, 2017, (ii) retirement or (iii) termination of employment absent a Change of Control; provided, however, that the Term shall end on an earlier date if the Company gives the Executive at least one year's advance written notice thereof. View More

Certain Definitions. All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement or the Investor Note, as applicable.

Certain Definitions. 1.1"Claim" shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or other, or any inquiry or investigation, whether instituted, made or conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other. 1.2"Expenses" shall mean and include all court costs, attorneys'... fees, disbursements and all other costs, expenses and obligations paid or incurred in connection with investigating., defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event. 1.3"Indemnifiable Event" shall mean any actual or asserted event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, partner, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other entity, or anything done or not done by Indemnitee in any such capacity. View More

Certain Definitions. Capitalized terms shall have the meanings set forth on Exhibit A attached hereto.

Certain Definitions. As used in this Agreement: (a) "Affiliate" shall mean a person that is directly, or indirectly through one or more intermediaries, controlled by, or is under common control with, an DiGiandomenico Party, including, for the avoidance of doubt, persons who become Affiliates subsequent to the date of this Agreement, provided, however, for the avoidance of doubt the term Affiliate will not include any direct or indirect employees, consultants or agents of an DiGiandomenico Party; (b) "beneficial... owner", "beneficial ownership" and "beneficially own" shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; (c) "business day" shall mean any day other than a Saturday, Sunday or day on which the commercial banks in the State of New York are authorized or obligated to be closed by applicable law; (d) a "Change of Control" transaction shall be deemed to have taken place if (A) any person is or becomes a beneficial owner, directly or indirectly, of securities of ClearSign representing more than fifty percent (50%) of the equity interests and voting power of ClearSign's then-outstanding equity securities or (B) ClearSign enters into a stock-for-stock transaction whereby immediately after the consummation of the transaction ClearSign's stockholders retain less than fifty percent (50%) of the equity interests and voting power of the surviving entity's then-outstanding equity securities; (e) "Extraordinary Transaction" shall mean any equity tender offer, equity exchange offer, merger, acquisition, business combination, or other transaction with a Third Party that, in each case, would result in a Change of Control of ClearSign, liquidation, dissolution or other extraordinary transaction involving a majority of its equity securities or a majority of its assets, and, for the avoidance of doubt, including any such transaction with a Third Party that is submitted for a vote of ClearSign's stockholders; (f) "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind, structure or nature. View More

Certain Definitions. For all purposes of and under this Agreement, the following terms shall have the following respective meanings: "Applicable Law" means with respect to any Person, any supranational, national, federal, state, provincial, local or other law, constitution, treaty, convention, statute, ordinance, code, rule, regulation or common law or other similar requirement enacted, adopted, promulgated or applied by any Governmental Authority, in each such case that is binding on or applicable to such Person,... or its subsidiaries or its or their respective properties, assets or businesses. "Business Day" means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close. "Common Shares" means all shares of Common Stock beneficially owned by Stockholders as of the date hereof (including the Purchased Shares and the Newly Purchased Shares) and as may be voluntarily acquired by Stockholders from time to time during the period from the Effective Date through the Expiration Date (including by the exercise of the Purchased Warrants). "Expiration Date" means the earlier to occur of: (i) the second (2nd) anniversary of the Effective Date, and (ii) approval by the U.S. Food and Drug Administration of any of the product candidates of the Company for marketing and commercial distribution. "Governmental Authority" means any supranational, national, federal, state, provincial, local or other government, department, authority, court, tribunal, commission, regulatory body or self-regulatory body (including any securities exchange), or any political or other subdivision, department, agency or branch of any of the foregoing. "Order" means, with respect to any Person, any order, injunction, judgment, decision, determination, award, writ, ruling, stipulation, assessment or decree or other similar requirement of, or entered, enacted, adopted, promulgated or applied by, with or under the supervision of, a Governmental Authority or arbitrator, in each such case, that is binding upon or applicable to such Person or its subsidiaries or its or their respective properties, assets or businesses. "Person" means any individual, general or limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated organization, joint venture, firm, association or other entity or organization (whether or not a legal entity), including any Governmental Authority. "Purchased Securities" means the Purchased Shares, the Newly Purchased Shares and the Purchased Warrants. "Proceeding" means any suit (whether civil, criminal, administrative, judicial or investigative), claim, action, litigation, arbitration, mediation, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, criminal prosecution, in each case commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any mediator, arbitrator or arbitration panel. View More

Certain Definitions. For purposes of this Agreement, the following capitalized terms have the following meanings: 9.1 "For Cause" shall mean, in the context of a basis for termination of your employment with the Company, that: 9.1.1 you breach any obligation, duty or agreement under this Agreement, which breach is not cured or corrected within 15 days of written notice thereof from the Company; or 9.1.2 you commit any act of personal dishonesty, fraud, breach of fiduciary duty or trust; or 9.1.3 you are convicted... of, or plead guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law; or 9.1.4 you commit any act of personal conduct that, in the reasonable opinion of the Board, gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; or 9.1.5 you commit continued and repeated substantive violations of specific written directions of the Board, which directions are consistent with this Agreement and your position as Executive Chairman, or continued and repeated substantive failure to perform duties assigned by or pursuant to this Agreement; provided that no discharge shall be deemed For Cause under this subsection 9.1.5 unless you first receive written notice from the Company advising you of the specific acts or omissions alleged to constitute violations of written directions or a material failure to perform your duties, and such violations or material failure continue after you shall have had a reasonable opportunity to correct the acts or omissions so complained of; or 9.1.6 you engage in conduct that is demonstrably and materially injurious to the Company Group (as defined below), or that materially harms the reputation or financial position of the Company Group (as defined below), unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Company Group (as defined below); or 9.1.7 you are found liable in any Securities and Exchange Commission ("SEC") or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not you admit or deny liability) where the conduct that is the subject of such action is demonstrably and materially injurious to the Company Group (as defined below); or 9.1.8 you (i) obstruct or impede, (ii) endeavor to influence, obstruct or impede, or (iii) fail to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an "Investigation") (however, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation shall not constitute "Cause"); or 9.1.9 you made any material misrepresentations (or omissions) in connection with your resume and other documents which may have been provided by you, and oral statements regarding your employment history, education and experience, in determining to enter into the Agreement. 9.2 "Company Group" means the Company and each corporation or entity controlled directly or indirectly by the Company. By discussing the terms of employment with the Company outlined herein, you agree and acknowledge that your employment relationship with the Company would be at will. View More