Defined Terms Contract Clauses (5,471)

Defined Terms. All capitalized terms not otherwise defined herein shall have the same meaning as is given such terms in the Original Lease. From and after the date hereof, all references in the Original Lease and herein to the "Lease" shall mean and refer to the Original Lease, as amended hereby.

Defined Terms. Each capitalized term used but not otherwise defined herein has the meaning ascribed thereto in the Loan Agreement.

Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined); "AGREEMENT" shall have the meaning specified in the preamble hereof. "CLAIM AMOUNT" shall mean the Restricted Stock. "COMMON STOCK" shall mean the Company's common stock, $0.01 par value per share, and any shares of any other class of common stock whether now or hereafter authorized, having the... right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company). "COURT" shall mean the United States District Court for the District of Maryland, Northern Division, located in Baltimore, Maryland. "DTC" shall have the meaning specified in Section 3b. "DWAC" shall have the meaning specified in Section 3b. "FAST" shall have the meaning specified in Section 3b. "PRINCIPAL MARKET" shall mean the Nasdaq National Market, the Nasdaq SmallCap Market, the Over the Counter Bulletin Board, OTCXD, the American Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock. "SETTLEMENT SHARES" shall have the meaning specified in Section 3a. "TRADING DAY" shall mean any day during which the Principal Market shall be open for business. "TRANSFER AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon the Company's appointment of any such substitute or replacement transfer agent). 2 2. Fairness Hearing. Upon the execution hereof, Company and TRILLIUM agree, pursuant to Section 3(a) (10) of the Act, and the applicable section of the General Statutes of Maryland, to promptly submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become binding upon the parties only upon entry of an order by the Court (the "Order"). View More

Defined Terms. In addition to the terms defined elsewhere in this Note, the following terms shall have the following meanings when used in this Note. All capitalized terms used in this Note and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement. A. "Default" shall mean when used in reference to this Note or any other document, or in reference to any provision or obligation under this Note or any other document, the occurrence of an event or the existence of a condition which..., with the passage of time or the giving of notice, or both, would constitute an Event of Default under this Note or such other document, as the case may be. B. "Default Rate" shall be as defined in Section 6 hereof. C. "Event of Default" shall mean (i) when used in reference to this Note, one or more of the events or occurrences referred to in Section 10.A. of this Note; and (ii) when used in reference to any other document, a default or event of default under such document that has continued after the giving of any applicable notice and the expiration of any applicable grace or cure periods. View More

Defined Terms. Terms not otherwise defined herein shall have the meaning ascribed to them in the License Agreement. 1 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 2. Amendments to the License Agreement. (a)The following technologies are hereby added to Revised Schedule A (Patent Rights) to the Exosomes License Agreement: (i) [***] (ii) [***] (iii) [***] (iv) [***] (v) [***] (vi) [***] (vii)... [***] (b)No later than thirty (30) days after the Fourth Amendment Date, Licensee shall reimburse CSMC for all of the costs, including attorneys' fees, actually incurred by CSMC, before and after the Fourth Amendment Date, in the preparation and/or prosecution of the patent applications referenced in Section 2(a) hereof, which, as of the Fourth Amendment Date, amount to a total of $49,950.78. All amounts paid by Licensee to CSMC under this Section shall be nonrefundable. (c)The parties agree that Milestone 4 on Schedule D to the Agreement is hereby modified as follows: "On or before December 31, 2018, Licensee shall file an Investigational New Drug (IND) application for at least one (1) Product." 3. Extracellular Vesicles. The parties acknowledge that the International Society for Extracellular Vesicles defines the term "extracellular vesicles" as including exosomes, microvesicles, microparticles, ectosomes, oncosomes and prostasomes. View More

Defined Terms. All capitalized terms in this Amendment not otherwise defined herein shall have the meaning ascribed to such terms in the Fee Allocation Agreement. Unless otherwise specified, all section references in this Amendment refer to sections of the Fee Allocation Agreement.

Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the SLA.

Defined Terms. Terms used in this Sublease which are not specifically defined herein shall have the same meaning as they have in the Master Lease.

Defined Terms. All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein, or, if not defined therein, in the Indenture (as defined in the Agreement). "Removal Cut-Off Date" shall mean, with respect to the Removed Accounts, December 31, 2015. "Removal Date" shall mean, with respect to the Removed Accounts, February 14, 2016. "Removal Notice Date" shall mean, with respect to the Removed Accounts, February 5, 2016.

Defined Terms. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the New Note or Security Agreement (as defined herein); and (b) the following terms have the meanings set forth in this Section 1: "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this... definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. "Closing Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to: (i) the Holders' obligations to surrender the Original Note and (ii) the Company's obligations to deliver the New Note have been satisfied or waived. "Commission" means the United States Securities and Exchange Commission. "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. "Conversion Price" shall have the meaning ascribed to such term in the New Note. "Conversion Shares" means the shares of Common Stock issuable upon the conversion of the New Note. "Encumbrances" shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "New Note" means the Secured Convertible Note due, subject to the terms therein, on the one-year anniversary of the date on which it is issued, as issued by the Company to the Holder hereunder, in an aggregate principal amount equal to the sum of (i) the principal amount of the Original Notes, plus (ii) the accrued and unpaid interest on the Original Notes up to the Business Day immediately preceding the Closing Date, which New Note shall be in the form of Exhibit A attached hereto. 1 "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. "Required Approvals" shall have the meaning ascribed to such term in Section 4(d). "Required Minimum" means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the New Note, ignoring any conversion or exercise limits set forth therein. "Securities" means the New Note and the Conversion Shares. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Security Agreement" means that certain Amended and Restated Security Agreement, dated as of the date first set forth above, among the Company and the secured parties, as named therein. "Trading Day" means a day on which the principal Trading Market is open for trading. "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any tier of the OTC Markets Inc. (or any successors to any of the foregoing). "Transaction Documents" means this Agreement, the New Note, the Security Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder. View More