Defined Terms Contract Clauses (16,793)

Defined Terms. Capitalized terms used herein but not otherwise defined herein (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this Agreement.2. Agreement. Notwithstanding any provision of the Credit Agreement or any other document related thereto (the "Loan Documents") Loan Document to the contrary, the parties hereto hereby agree that the terms set forth on Appendix A shall apply solely with respect to the Impacted Currencies. Currency. For the avoidance of doubt, to the extent provisions in the Credit Agreement apply to the Impacted Currencies Currency and such provisions are not specifically addressed by Appendix A, the provisions in the Credit Agreement shall continue to apply to the Impacted Currencies. Currency. View More

Defined Terms. Capitalized terms used herein but not otherwise defined herein (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this Agreement.2. Amendment.2. Agreement. Notwithstanding any provision of the Credit Agreement or any other document related thereto (the "Loan Documents") to the contrary, the parties hereto hereby agree that the terms set forth on Appendix A shall apply to the Impacted Currencies. Currency(ies). For... the avoidance of doubt, to the extent provisions in the Credit Agreement apply to the Impacted Currencies Currency(ies) and such provisions are not specifically addressed by Appendix A, the provisions in the Credit Agreement shall continue to apply to the Impacted Currencies. Currency(ies). View More

Defined Terms. Capitalized terms used herein but not otherwise defined herein (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this Agreement.2. Agreement. Notwithstanding any provision of the Credit Agreement or any other document related thereto (the "Loan Documents") to the contrary, the parties hereto hereby agree that the terms set forth on Appendix A shall apply to the Impacted Currencies. Loans. For the avoidance of doubt,... to the extent provisions in the Credit Agreement apply to the Impacted Currencies Loans and such provisions are not specifically addressed by Appendix A, the provisions in the Credit Agreement shall continue to apply to the Impacted Currencies. Loans. View More

Defined Terms. Capitalized terms used but not defined herein in this Amendment shall have the same meanings given to such terms thereto in the Agreement. Option Agreement and Related Agreements.

Defined Terms. Capitalized terms used but not defined herein in this Agreement shall have the same meanings given to such terms thereto in the Credit Agreement.

Defined Terms. Capitalized terms used but not defined herein shall have the same meanings given to such terms in the Agreement. MSA.

Defined Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Call Option Confirmation or the Warrant Confirmation, as applicable. Confirmations.

Defined Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Capped Call Option Confirmation or the Warrant Confirmation, as applicable. Confirmations.

Defined Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Call Option Confirmation Transaction Confirmations or the Warrant Confirmation, Warrants Confirmations, as applicable.

Defined Terms. Each defined capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement. Agreement as amended hereby.

Defined Terms. Each defined term used herein and not otherwise defined herein shall have the meaning ascribed given to such term in the Credit Agreement.

Defined Terms. Each defined capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement.

Defined Terms. As used in this Agreement, For purposes of the Plan, the following terms shall have the meanings set forth below:(a) "Cause" indicated below: 1.1 "Affiliate" means, with respect to any person, any domestic or foreign individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under... common control with, the Company. 1.2 "Board" means the board of directors of the Company. 1.3 "Cause", with respect to a Participant, shall mean as determined by the Company, (i) the willful failure by the have that meaning provided in an applicable employment agreement, service agreement, retention or severance agreement, or other similar agreement between a Participant to substantially perform his or her duties with and the Company (other than (or an Affiliate) or, if no such agreement exists or if such agreement does not contain a definition of Cause (or similar term), then Cause means any such failure resulting from of the following: the Participant's incapacity due to physical or mental illness); (ii) the Participant's willful misconduct that is demonstrably and materially injurious (i) fraud with respect to the Company, monetarily Company; (ii) material misrepresentation to any regulatory agency, governmental authority, outside or otherwise; (iii) internal auditors, internal or external Company counsel, or the Participant's commission of such acts of dishonesty, fraud, misrepresentation Board concerning the operation or other acts of moral turpitude as would prevent the effective performance financial status of the Participant's duties; Company; (iii) theft or embezzlement of assets of the Company; (iv) the Participant's conviction or plea of no contest guilty or nolo contendere to any felony (or to a felony charge reduced to a misdemeanor), or, with respect to the Participant's employment, to any misdemeanor (other than a traffic violation); (v) material failure to follow the Company's conduct and ethics policies that have been provided or made available to the Participant; (vi) if the Participant has an effective employment agreement, service agreement, retention or severance agreement, or other similar agreement, or a crime of moral turpitude. (b) "Disability" shall mean that restrictive covenant agreement, with the Participant, by reason Company (or an Affiliate), the Participant's material breach of any medically determinable physical such agreement; and/or (vii) continued failure to attempt in good faith to perform the Participant's duties as reasonably assigned by his or mental impairment her supervisor at the time. 1.4 "Change in Control" shall have that can be expected meaning set forth in the Company's 2019 Omnibus Incentive Plan. 1.5 "Closing" means the consummation of a Change in Control. 1.6 "Closing Date" means the date on which the Closing occurs. 1.7 "Code" means the Internal Revenue Code of 1986, as amended from time to result time, or any successor thereto. 1.8 "Committee" means (i) prior to a Change in death Control, the compensation committee of the Board and (ii) following a Change in Control, the Company's Chief Executive Officer as of immediately prior to the consummation of such Change in Control. 1.9 "Employee" means an individual who is an employee of the Company or can be expected any Successor Entity (or an Affiliate). 1.10 "Good Reason", with respect to last for a continuous period Participant, shall have that meaning provided in an applicable employment agreement, service agreement, retention or severance agreement, or other similar agreement between a Participant and the Company (or an Affiliate), if applicable. 1.11 "Participant" means each Employee who is selected to participate in the Plan in accordance with Section 3 and receives a Participation Notice. 1.12 "Participation Notice" means the written notice provided to each Participant by the Company setting forth the terms of not less than 12 months, his or her participation in the Plan, the form of which is receiving income replacement benefits for attached as Exhibit A. 1.13 "Qualifying Termination", with respect to a period Participant, means a termination of not less than three months under a long-term disability plan maintained such Participant's employment (i) by the Company or one any Successor Entity (or any of its Subsidiaries. their respective Affiliates) without Cause or (ii) with respect to a Participant who is a party to an individual agreement with the Company or any Successor Entity (or any of their respective Affiliates) that contains a "good reason" or similar definition, by a Participant for Good Reason. 1.14 "Release" means a general release of claims against the Company, in a form prescribed by the Company. 1.15 "Separation from Service" means a Participant's "separation from service" from the Company (including a Successor Entity or Affiliate) within the meaning of Section 409A. 1.16 "Successor Entity" means any entity that acquires or otherwise succeeds to all or substantially all of the business or assets of the Company upon and following the Closing. 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Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:(a) "Cause" shall mean as determined by the Company, (i) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness); (ii) the Participant's willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the... Participant's commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant's duties; or (iv) the Participant's conviction or plea of no contest to a felony or a crime of moral turpitude. (b) "Disability" shall mean that the Participant, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under a long-term disability plan maintained by the Company or one of its Subsidiaries. View More

Defined Terms. All terms defined in the Asset Pool One Supplement and the Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, as amended, and used herein shall have such defined meanings when used herein, unless otherwise defined herein. "Removal Cut Off Cut-Off Date" shall mean, with respect to the Removed Asset Pool One Accounts, May 31, 2014. Accounts designated hereby, June 30, 2022. "Removal Date" shall mean, with respect to the Removed Asset Pool One Accounts... designated hereby, June 11, 2014. July 25, 2022. "Removal Notice Date" shall mean, with respect to the Removed Asset Pool One Accounts, June 3, 2014. July 18, 2022. View More

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): 20 "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term "control" (including the terms "controlled by" and "under common control... with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through ownership of voting securities, by contract or otherwise. "Common Stock Equivalents" means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. "Damages" shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and disbursements and costs and expenses of expert witnesses and investigation). "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Hazardous Material" means and includes any hazardous, toxic or dangerous waste, substance or material, the generation, handling, storage, disposal, treatment or emission of which is subject to any Environmental Law. "Issuance Shares" means, collectively, the Inducement Shares, Conversion Shares and the Warrant Shares. "Knowledge" including the phrase "to the Company's Knowledge" shall mean the actual knowledge after reasonable investigation of by the Company's officers and directors. "Lien" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive pre-emptive right or any other restriction. "Material Adverse Effect" means any effect on the business, operations, properties, or financial condition of the Company and/or the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation that prohibits or otherwise materially interferes with the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations under any Transaction Document. "Person" means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Securities" means, collectively, the Note, the Warrant, the Inducement Conversion Shares, the Conversion Shares, and Warrant, the Warrant Shares, and any other securities of the Company issued in connection with or in exchange for any of the foregoing. "Subsidiary" or "Subsidiaries" means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act. "Trading Day" shall mean a day on which the Trading Market NASDAQ stock market shall be open for business. "Trading Market" means the NASDAQ stock market. OTCQB market of the OTC-Markets. "Transaction Documents" shall mean this Agreement, the Note, the Warrant, the Security Agreement, the Transfer Agent Instruction Letter and all schedules and exhibits hereto and thereto. "Transfer Agent" shall mean Corporate Stock Transfer, Inc., VStock Transfer LLC, the current transfer agent of the Company, and any successor transfer agent of the Company. "Transfer Agent Instruction Letter" means the letter from the Company to the Transfer Agent in the form of Exhibit C attached hereto. View More

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): "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term "control" (including the terms "controlled by" and "under common control... with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through ownership of voting securities, by contract or otherwise. "Common Stock Equivalents" means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. "Damages" shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and disbursements and costs and expenses of expert witnesses and investigation). "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 27 "Hazardous Material" means and includes any hazardous, toxic or dangerous waste, substance or material, the generation, handling, storage, disposal, treatment or emission of which is subject to any Environmental Law. "Issuance Shares" means, collectively, the Inducement Shares, Conversion Shares and the Warrant Shares. "Knowledge" including the phrase "to the Company's Knowledge" shall mean the actual knowledge after reasonable investigation of the Company's officers and directors. "Lien" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive pre-emptive right or any other restriction. "Material Adverse Effect" means any effect on the business, operations, properties, or financial condition of the Company and/or the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation that prohibits or otherwise materially interferes with the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations under any Transaction Document. "OTC Filings and Disclosures" shall mean the Company's documents uploaded as of the Execution Date onto the Company's "Filings and Disclosures" page on the OTCMarkets.com website. "Person" means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Registrable Securities" means all of the Commitment Shares, Conversion Shares and Warrant Shares, and any and all shares of capital stock issued or issuable as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on issuances under any of the Transaction Documents. "Securities" means, collectively, the Note, the Warrant, the Inducement Shares, Notes, the Conversion Shares, and the Warrants, the Warrant Shares, the Commitment Shares, and any other securities of the Company issued in connection with or in exchange for any of the foregoing. "Security Agreement" means that certain Security Agreement between each Buyer and the Company as attached hereto as Exhibit E. "Subsidiary" or "Subsidiaries" means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act. "Term" means the period beginning on the Execution Date and ending on the 60th day thereafter. "Trading Day" shall mean a day on which the Trading Market NASDAQ stock market shall be open for business. "Trading Market" means the NASDAQ stock market. OTCQB market of the OTC-Markets. "Transaction Documents" shall mean this Agreement, the Note, Notes, the Warrant, Warrants, the Security Agreement, Agreements, the Transfer Agent Instruction Letter Letters and all schedules and exhibits hereto and thereto. "Transfer Agent" shall mean Corporate Stock Transfer, Inc., the current transfer agent of the Company, and any successor transfer agent of the Company. "Transfer Agent Instruction Letter" Letters" means the letter letters from the Company to the Transfer Agent in the form of Exhibit C attached hereto. View More

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): "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term "control" (including the terms "controlled by" and "under common control... with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through ownership of voting securities, by contract or otherwise. "Common Stock Equivalents" means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. 24 "Damages" shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and disbursements and costs and expenses of expert witnesses and investigation). "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Hazardous Material" means and includes any hazardous, toxic or dangerous waste, substance or material, the generation, handling, storage, disposal, treatment or emission of which is subject to any Environmental Law. "Issuance Shares" means, collectively, the Inducement Shares, Conversion Shares and the Warrant Shares. "Knowledge" including the phrase "to the Company's Knowledge" shall mean the actual knowledge after reasonable investigation of the Company's officers and directors. "Lien" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive pre-emptive right or any other restriction. "Material Adverse Effect" means any effect on the business, operations, properties, or financial condition of the Company and/or the Subsidiaries that is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation that prohibits or otherwise materially interferes with the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations under any Transaction Document. "OTC Filings and Disclosures" shall mean the Company's documents uploaded as of the Execution Date onto the Company's "Filings and Disclosures" page on the OTCMarkets.com website. "Person" means an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Registrable Securities" means all of the Commitment Shares, Conversion Shares and Warrant Shares, and any and all shares of capital stock issued or issuable as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on issuances under any of the Transaction Documents. "Securities" means, collectively, the Note, the Conversion Shares, the Warrant, the Inducement Warrant Shares, the Conversion Shares, and the Warrant Commitment Shares, and any other securities of the Company issued in connection with or in exchange for any of the foregoing. "Subsidiary" or "Subsidiaries" means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act. "Term" shall mean the period commencing on the Effective Date and ending (1) one year thereafter. "Trading Day" shall mean a day on which the Trading Market NASDAQ stock market shall be open for business. "Trading Market" means the NASDAQ stock market. OTC-PINK market of the OTC-Markets. "Transaction Documents" shall mean this Agreement, the Note, the Warrant, the Security Agreement, the Transfer Agent Instruction Letter and all schedules and exhibits hereto and thereto. "Transfer Agent" shall mean Corporate Stock Transfer, Inc., the current transfer agent of the Company, and any successor transfer agent of the Company. "Transfer Agent Instruction Letter" means the letter from the Company to the Transfer Agent in the form of Exhibit C attached hereto. View More

Defined Terms. The definitions of capitalized terms used in this Agreement Agreement, unless otherwise defined herein, are provided in the last Section hereof.

Defined Terms. The definitions of capitalized terms used in this Agreement not otherwise defined herein are provided in the last Section hereof.

Defined Terms. The definitions Definitions of capitalized terms used in this Agreement are provided in the last Section hereof. of this Agreement.

Defined Terms. Defined terms used in this Amendment Addendum shall have the meaning ascribed to them herein or in the Agreement.

Defined Terms. Defined terms used in this Amendment Supplement shall have the meaning ascribed to them herein or in the Employment Agreement.

Defined Terms. Defined terms used in this Amendment shall have the meaning ascribed to them herein or in the Securities Purchase Agreement.

Defined Terms. All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in (or by reference in) Schedule I to the Base Indenture or in (or by reference in) Schedule I to the Lease, as applicable. Indenture.