Grouped Into 50 Collections of Similar Clauses From Business Contracts
This page contains Certain Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
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 ter...mination 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. For the purposes of this Agreement, capitalized terms used and not otherwise defined herein in this Agreement 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 in the Company that are beneficially owned by such Stockholder and that are acquired by such Stockholder... after the date hereof and prior to the termination of this Agreement. "Affiliate" "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 affiliate of any Stockholder Stockholder. "Bankruptcy and (ii) for Equity Exceptions" has 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. meaning assigned thereto in Section 6(d) hereof. "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. Merger Agreement. "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" 1 "Closing" has the meaning set forth in the Merger Agreement. "Company" has the meaning set forth in the recitals hereto. "Company Stockholders Meeting" has the meaning assigned thereto in Section 3 hereof. "Competing Proposal" has the meaning set forth in the Merger Agreement. "Covered Shares" means the Owned Shares and any Additional Owned Shares. "DGCL" means the General Corporation Law of the State of Delaware, as amended. "Disclosed Owned Securities" has the meaning assigned thereto in Section 6(a) hereof. "Effective Time" has the meaning set forth in the Merger Agreement. "Disclosed Owned Shares" "Equity Interests" has the meaning assigned thereto set forth in Section 5(a) hereof. the Merger Agreement. "Exchange Act" has the meaning set forth in the Merger Agreement. "Expiration Date" has the meaning set forth in the Merger Agreement. "Governmental Entity" has the meaning set forth in the Merger Agreement. "HSR Act" has the meaning set forth in the Merger Agreement. "Law" has the meaning set forth in the Merger Agreement. "Liens" has the meaning assigned thereto in Section 5(a) 6(a) hereof. "NRS" means "Offer Documents" has the Nevada Revised Statute, as amended. meaning set forth in the Merger Agreement. "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 hereof. "Person" has the meaning set forth in the Merger Agreement. "Proceeding" has the meaning set forth in the Merger Agreement. "Representatives" means, 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 Person, such Person's directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and 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" representatives. "SEC" has the meaning assigned thereto set forth 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. Merger Agreement. "Subsidiary" has the meaning set forth in the Merger Agreement. "Survival Period" has the meaning assigned thereto in Section 5A hereof. "Takeover Laws" "Third Party" 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, Covered Share, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such security Covered Share 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. Capitalized terms used, but not otherwise defined, in this Award Agreement will have the meanings given to such terms in the Plan.
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, o...r 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 all purposes of and under this Agreement, the following terms shall have the following respective meanings: "Affiliate" shall mean with respect to any Person, any other Person that directly or indirectly, including through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used in this definition, the term "controls" (including the terms "controlled by" and "under common control with") means possession, directly or indirectly, including thr...ough one or more intermediaries, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, "Affiliate" shall include any fund managed or advised by such Person or an Affiliate of such Person. "Applicable Law" means shall mean 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 shall mean 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 shall mean, with respect to any Stockholder, all shares of Common Stock beneficially owned by Stockholders such Stockholder 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 date of this Agreement through the Expiration Date (including by Date. "DGCL" shall mean the exercise General Corporation Law of the Purchased Warrants). State of Delaware, as the same may be amended from time to time. "Expiration Date" means shall mean the earlier to occur of: (i) date that is the second (2nd) two-year anniversary of the Effective Date, and (ii) approval by the U.S. Food and Drug Administration signing of any of the product candidates of the Company for marketing and commercial distribution. this Agreement. "Governmental Authority" means shall mean 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, "Organizational Documents" shall mean, with respect to any Person, any order, injunction, judgment, decision, determination, award, writ, ruling, stipulation, assessment or decree or Person that is not a natural person, the articles of incorporation, certificate of incorporation, charter, bylaws, articles of formation, certificate of formation, regulations, operating agreement, partnership agreement, certificate of limited partnership, trust agreement and all other similar requirement of, documents, instruments or entered, enacted, adopted, promulgated certificates executed, adopted or applied by, filed in connection with the creation, formation or under the supervision of, a Governmental Authority organization of such Person, including any amendments thereto 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. restatements thereof. "Person" means shall mean 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. Authority (or any department, agency, or political subdivision thereof). "Proceeding" means shall mean 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, investigation, in each case commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any other Person (irrespective of whether it is a Governmental Authority) or any mediator, arbitrator or arbitration panel. "Threshold Percentage" shall mean forty-nine percent (49%). View More
Certain Definitions. Capitalized terms shall have the meanings set forth on Exhibit A attached hereto. hereto and incorporated into this Agreement by reference.
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 own...er", "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. 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 MDB 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 MDB Party; (b) "benefi...cial 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; 8 (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. a. "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other Person, where "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to cause the direction of management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of dou...bt, the parties hereby acknowledge and agree that Barbara Daseke, The Walden Group, Inc. and Walden Management Co. Pension shall each be deemed to be an Affiliate of the Executive. b. "beneficially own", "beneficially owned" and "beneficially ownership" shall have the same meanings as set forth in Rule 13d-3 and Rule 13d-5 of the Exchange Act. c. "Person" means any individual, corporation, limited partnership, general partnership, limited liability partnership, limited liability company, joint stock company, joint venture, corporation, unincorporated organization, association, company, trust, group or other entity or any governmental or political subdivision or any agency, department or instrumentality thereof.View More
Certain Definitions. a. "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other Person, where "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to cause the direction of management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of dou...bt, the parties hereby acknowledge and agree that Barbara Daseke, The Walden Group, Inc. and Walden Management Co. Pension shall each be deemed to be an Affiliate of the Executive. b. "beneficially own", "beneficially owned" and "beneficially ownership" shall have the same meanings as set forth in Rule 13d-3 and Rule 13d-5 of the Exchange Act. c. "Person" means any individual, corporation, limited partnership, general partnership, limited liability partnership, limited liability company, joint stock company, joint venture, corporation, unincorporated organization, association, company, trust, group or other entity or any governmental or political subdivision or any agency, department or instrumentality thereof. View More
Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC shall have the respective meanings given such terms in Article 9 of the UCC. (a) "Collateral" means all of the Company's right title and interest to the URL's set forth on Schedule A hereto. (b) "UCC" means the Uniform Commercial Code, as currently in effect in the State of Nevada.
Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC shall have the respective meanings given such terms in Article 9 of the UCC. (a) "Collateral" means all of the Company's right title and interest to the URL's inventory of the Company, including, without limitation, the current inventory of the Company set forth on Schedule A hereto. (b) "UCC" means the... Uniform Commercial Code, as currently in effect in the State of Nevada. View More
Certain Definitions. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned to such terms in the Agreements or the Plan.
Certain Definitions. Capitalized terms Terms used in this Amendment Agreement and not otherwise defined shall have the respective meanings assigned to such terms in the Agreements or the Plan.
Certain Definitions. As used in this Certificate, the term "Subsidiary" shall mean, as it applies to the Corporation, any one or more Persons, a majority of the capital stock or other equity interests of which are owned directly or indirectly (through another Subsidiary) by the Corporation.
Certain Definitions. Unless otherwise defined in this Certificate, all capitalized terms, when used herein, shall have the same meaning as they are defined in the Exchange Agreement. As used in this Certificate, the term "Subsidiary" shall mean, as it applies to the Corporation, any one or more Persons, a majority of the capital stock or other equity interests of which are owned directly or indirectly (through another Subsidiary) by the Corporation. The term "Person" shall mean any corporation, limited liability com...pany, partnership, limited partnership, trust or other entity. View More
Certain Definitions. The following terms, as used herein, have the following meanings: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. "Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close. "Commission" means the Securities and Exchange Commission. "Common Share(s)" means the Company's currently authorized class of... Common Stock, par value $0.001. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Exchange Act shall include a reference to the comparable section, if any, of any such successor Federal statute. "Exercise Price" means $0.50 with respect to up to __________Warrant Shares. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Securities Act" means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act shall include a reference to the comparable section, if any, of any such successor Federal statute. "Warrant" means the rights granted to the Warrant Holder pursuant to this Warrant Certificate. "Warrant Certificate" means this Common Share Warrant Certificate. "Warrant Share(s)" means the _________ Common Shares issued or issuable upon exercise of this Warrant, as adjusted from time to time pursuant to Section 4.View More
Certain Definitions. The following terms, as used herein, have the following meanings: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. "Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close. "Commission" means the Securities and Exchange Commission. "Common Share(s)" means the Company's currently authorized class of... Common Stock, par value $0.001. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Exchange Act shall include a reference to the comparable section, if any, of any such successor Federal statute. "Exercise Price" means $0.50 $0.15 with respect to up to __________Warrant 3,021,191 Warrant Shares. "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Securities Act" means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act shall include a reference to the comparable section, if any, of any such successor Federal statute. "Warrant" means the rights granted to the Warrant Holder pursuant to this Warrant Certificate. "Warrant Certificate" means this Common Share Warrant Certificate. "Warrant Share(s)" means the _________ 3,021,191 Common Shares issued or issuable upon exercise of this Warrant, as adjusted from time to time pursuant to Section 4. View More
