Defined Terms Contract Clauses (16,906)

Defined Terms. Capitalized terms not defined herein shall have the meanings ascribed thereto in the Bond Documents.

Defined Terms. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Trademark Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis.

Defined Terms. For purposes of this Note, the terms listed below shall have the respective meanings set forth below: 1.1 "business da y" means any day other than Saturday, Sunday or a legal holiday that banks located in Hawaii are not open for business; 1.2 "Common Stoc k" means the Common Stock, par value $0.001 per share, of the Company; 1.3 "Maturity Date" the earlier of (i) December 15, 2016 or (ii) the date of the closing of a firmly underwritten public offering pursuant to an effective registration... statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company. View More

Defined Terms. Initially capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

Defined Terms. As used in this Joinder , terms defined in the Guarantee hereto are used herein as therein defined. The words "herein," "hereof" and "hereby" and other words of similar import used in this Joinder refer to this Joinder as a whole and not to any particular section hereof.

Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement or the Forbearance Agreement, as applicable. Unless otherwise indicated, all section references in this Amendment No. 1 refer to sections of the Credit Agreement. Section 2. Forbearance. Section 2.1 of the Forbearance Agreement is hereby amended and replaced in its entirety as follows: "The "Forbearance Period" shall commence on the Effective Time, and shall terminate... immediately and automatically upon the earliest to occur of (i) June 20, 2016, at 11:59 p.m. New York time (the "Forbearance Termination Date") and (ii) the termination of this Forbearance pursuant to Section 2.3 below." Section 3. Conditions to Effectiveness of this Amendment No. 1. This Amendment No. 1 shall become effective (the date of such effectiveness being referred to herein as the "Effective Time") upon (i) the Administrative Agent having received from the Borrower, the Guarantors and the Consenting Lenders sufficient to constitute the Required Lenders, counterparts of this Amendment No. 1 signed on behalf of such Person, (ii) execution of this Amendment No. 1 by the Administrative Agent and, (iii) receipt by the Administrative Agent of $2.5 million in cash (the "Forbearance Payment"), which payment shall be applied to prepay $2,457,321.11 in outstanding principal and $42,678.89 in accrued and unpaid interest on such principal amount of the loans outstanding under the Credit Agreement in accordance with Section 5.3.1 of the Credit Agreement. As of the Effective Time, notwithstanding any provision to the contrary in the Credit Agreement, (a) the Consenting Lenders, who constitute Required Lenders under the Credit Agreement, hereby irrevocably waive and direct the Administrative Agent to waive, (1) payment of the Applicable Premium in respect of the Forbearance Payment and (2) the requirement that the Borrower provide three business days' notice prior to any prepayment of any LIBOR Loans in connection with the Forbearance Payment and (b) the Borrower hereby irrevocably agrees to waive its right to apply the Forbearance Payment to the principal repayment installments set forth in Section 5.2.1 of the Credit Agreement prior to the Maturity Date. 1 Section 4. Miscellaneous 4.1 Counterparts. This Amendment No. 1 may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Amendment No. 1 by facsimile or electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof. 4.2 GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. View More

Defined Terms. All capitalized terms used herein (including in the recitals hereto) shall have the respective meaning assigned to such terms in the Credit Agreement, unless otherwise defined herein.

Defined Terms. For purposes of this Agreement, if the first letter of a word (or each word in a term) is capitalized, the term shall have the meaning provided in this Agreement, or if such term is not defined by this Agreement, the meaning specified in the Plan. (a) "Adjusted Share Distribution" means, with respect to a Performance Unit, a number of whole and fractional Shares equal to the sum of the Unadjusted Share Distribution and the Dividend Adjustment. (b) "Appendix A" means Appendix A to this... Agreement, which is hereby incorporated herein and made a part hereof. Appendix A describes the performance factor and goals with respect to the Internal Performance Units. 1 (c) "Appendix B" means Appendix B to this Agreement, which is hereby incorporated herein and made a part hereof. Appendix B describes the performance factor and goals with respect to the Relative Performance Units. (d) "Dividend Adjustment" means, with respect to a Performance Unit, a number of whole and fractional units, determined as provided in Section 6, which is added to the Unadjusted Share Distribution to reflect dividend payments during the Performance Period on the units included in the Unadjusted Share Distribution. (e) "Internal Performance Unit" means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in Appendix A. (f) "Maximum Performance" means the Performance Goal achievement required for the maximum permissible distribution with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. (g) "Minimum Performance" means the minimum Performance Goal achievement required for any distribution to be made with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. (h) "Performance Goal" means a financial target on which the distribution with respect to a Performance Unit is based, as set out in either Appendix A or Appendix B. (i) "Performance Period" means the Performance Period specified in either Appendix A or Appendix B. (j) "Performance Unit" means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in either Appendix A or Appendix B. (k) "Relative Performance Unit" means a contingent right awarded pursuant to this Agreement for distribution of a Share upon attainment of the Performance Goals as set forth in Appendix B. (l) "Section" refers to a Section of this Agreement. (m) "Target Performance" means the Performance Goal achievement required for the targeted distribution with respect to an Internal Performance Unit, as set out in Appendix A, or a Relative Performance Unit, as set out in Appendix B. If Target Performance is achieved but not exceeded for all Performance Goals, the Unadjusted Share Distribution with respect to a Performance Unit is one share of the Company's voting common stock ("Share"). (n) "Unadjusted Share Distribution" means, with respect to a Performance Unit, the total number of Shares to be distributed to the Participant, before adding the Dividend Adjustment or subtracting required tax withholding. 2 2. Incorporation of Plan Terms. All provisions of the Plan, including definitions (to the extent that a different definition is not provided in this Agreement), are incorporated herein and expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he or she has received a copy of the Plan. View More

Defined Terms. Unless otherwise indicated herein, all terms, which are capitalized, but are not otherwise defined herein, shall have the meaning ascribed to them in the Original Agreements. 2. Cancellation of Original LOC Agreement. The Company and Lender mutually agree cancel and otherwise terminate the effectiveness of the Original LOC Agreement, whereby Lender will no longer extend any funds to the Company, pursuant to the terms of the Original Agreements. 3. Amended and Restated Note. The Company and... Lender mutually agree to further amend and restate the Original Note (the "Amended and Restated Note"), in the form attached hereto as Exhibit A, in the total amount of $175,000.00, due and payable on the terms and condition set forth therein. 4. Ratifications; Inconsistent Provisions. Except as otherwise expressly provided herein, the Original Agreements, are, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date: (i) all references in the Original Agreements to "this Agreement", "hereto", "hereof", "hereunder" or words of like import referring to the Original Agreements shall mean the Original Agreements as amended by this Amendment and (ii) all references such as "thereto", "thereof", "thereunder" or words of like import referring to the Original Agreements shall mean the Original Agreements as amended by this Amendment. Notwithstanding the foregoing to the contrary, to the extent that there is any inconsistency between the provisions of the Original Agreements, and this Amendment, the provisions of this Amendment shall control and be binding. 5. Counterparts. This Amendment may be executed in any number of counterparts, all of which will constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Facsimile or other electronic transmission of any signed original document shall be deemed the same as delivery of an original. View More

Defined Terms. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Investor Agreement.