Defined Terms Contract Clauses (16,906)

Defined Terms. Unless otherwise specifically defined herein, all capitalized terms used herein shall have the respective meanings ascribed to such terms in the Stockholders' Agreement.

Defined Terms. (a) Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement. (b) For purposes of this Guaranty, "Obligations" shall mean all obligations and liabilities of the Seller to the Buyer, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, or whether for payment or for performance (including, without limitation, Price Differential accruing... after the Repurchase Date for the Transactions and Price Differential accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Seller, whether or not a claim for post filing or post petition interest is allowed in such proceeding), which may arise under, or out of or in connection with the Repurchase Agreement, this Guaranty and any other Program Documents and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Buyer that are required to be paid by the Seller pursuant to the terms of such documents), all "claims" (as defined in Section 101 of the Bankruptcy Code) of the Buyer against the Seller, or otherwise. (c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and section and paragraph references are to this Guaranty unless otherwise specified. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. View More

Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement: (a) "Cause" shall mean that the Holder: (i) has been convicted of, or entered a plea of nolo contendre to, a misdemeanor involving moral turpitude or any felony under the laws of the United States or any state or political subdivision thereof; (ii) has committed an act constituting a breach of fiduciary duty, fraud, gross negligence or willful misconduct; (iii) has engaged... in conduct that violated the Corporation's then existing internal policies or procedures and which is materially detrimental to the business, reputation, character or standing of the Corporation or any of its Subsidiaries; or (iv) after written notice to the Holder and a reasonable opportunity of at least thirty (30) days to cure, the Holder shall continue (x) to be in material breach of the terms of his employment agreement with the Corporation; (y) to fail or refuse to attend to the material duties and responsibilities reasonably assigned to him by the Board of Directors consistent with his authority, position and responsibilities on the date hereof; or (z) to be absent excessively for reasons unrelated to disability. (b) "Disability" shall mean that the Holder is (i) unable to engage in any substantial gainful activity 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 twelve (12) months or (ii) 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 twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the service provider's employer. (c) "Good Reason" shall mean one or more of the following without the Holder's written consent: (i) a material diminution of the Holder's base salary; (ii) a material diminution in the Holder's authority, duties or responsibilities; (iii) the Holder no longer reports directly to the Board of Directors of the Corporation; (iv) the relocation of the Holder's principal office to a location outside a thirty (30) mile radius from the Corporation's present Chantilly, Virginia location or (v) any other action or inaction that constitutes a material breach of the terms of the Holder's employment agreement with the Corporation, provided, however, that none of the events described herein will constitute good reason unless the Holder has first provided written notice to the Corporation of the occurrence of the applicable event(s) within ninety (90) days of the initial existence of such event and the Corporation fails to cure such event within thirty (30) days after its receipt of such written notice and, if uncured, the termination is effective as of the end of such cure period. View More

Defined Terms. Unless the context otherwise requires, the terms defined in the Credit Agreement shall have the same meanings whenever used in this 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 $1,035,473 "COMMON STOCK" shall mean the Company's common stock, $0. 001 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). 1 "COURT" shall mean the Circuit Court of the Second Judicial Circuit, Leon County, Florida. "DISCOUNT" shall mean thirty (30%) percent. "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. "GROSS PROCEEDS" shall mean proceeds from sales of Settlement Shares by TARPON. "NET PROCEEDS" shall mean Gross Proceeds less all brokerage, clearing and delivery related fees and charges associated with the generation of such Gross Proceeds, including but not limited to, commission and execution fees, ticket and deposit fees, DTC and Non-DTC, transfer agent and clearing agent fees. "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. "REMITTANCE AMOUNT" shall mean NET PROCEEDS multiplied by one minus the Discount ((1 – 0.30) or 0.70); "SELLER" shall mean any individual or entity listed on Schedule A, who originally owned the Claims. "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 TARPON agree, pursuant to Section 3(a) (10) of the Securities Act of 1933 (the "Act") [and the applicable section of the General Statutes of Florida], 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 substantially in the form annexed hereto as Exhibit A (the "Order"). View More

Defined Terms. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.

Defined Terms. Capitalized terms used in this First Amendment that are not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

Defined Terms. All capitalized terms in this Amendment shall have the meanings ascribed to them in the Agreement, unless otherwise defined herein.