Definition of Certain Terms Contract Clauses (379)
Grouped Into 13 Collections of Similar Clauses From Business Contracts
This page contains Definition of Certain Terms clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definition of Certain Terms. For purposes of this Agreement, (a) "affiliate" has the meaning set forth in Rule 405 under the Securities Act, (b) "business day" means any day on which the New York Stock Exchange, Inc. is open for trading and (c) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations.
Definition of Certain Terms. For purposes of this Agreement, (a) "affiliate" has the meaning set forth in Rule 405 under the Securities Act, (b) "business day" means any day on which the New York Stock Exchange, Inc. is open for trading and (c) (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations.
Definition of Certain Terms. For purposes of this Agreement, (a) "affiliate" has the meaning set forth in Rule 405 under the Securities Act, (b) "business day" means any day on which the New York Stock Exchange, Inc. is open for trading and (c) (b) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations.
Definition of Certain Terms. For purposes of this Agreement, (a) "affiliate" has the meaning set forth in Rule 405 under the Securities Act, (b) "business day" means any day on which the New York Stock Exchange, Inc. Exchange is open for trading and (c) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations.
Definition of Certain Terms. For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange Exchange, Inc. is open for trading.
Definition of Certain Terms. Except as may be otherwise clearly required by the context, the following terms have the following meanings: (a) "Cashless Exercise" means an exercise of a Warrant in which, in lieu of payment of the Exercise Price in cash, the Warrantholder elects to receive a lesser number of Securities in payment of the Exercise Price, as determined in accordance with Section 2(b). (b) "Closing Date" means the date or dates on which a closing under the Offering occurs. (c) "Commission" means the Securities an...d Exchange Commission. (d) "Common Stock" means the common stock, $0.001 par value, of the Company. (e) "Company" means CytoDyn Inc., a Delaware corporation. (f) "Exercise Price" means the price at which the Warrantholder may purchase one share of Common Stock or other Securities upon exercise of a Warrant as determined from time to time pursuant to the provisions hereof, multiplied by the number of Securities as to which the Warrant is being exercised. The initial Exercise Price is $ per share of Common Stock. (g) "Issue Date" means the Closing Date on which this Warrant is issued. (h) "Memorandum" means the offering materials described in the Placement Agent Agreement. (i) "Offering" means the private offering of shares of Common Stock and warrants made pursuant to the Memorandum and the Placement Agent Agreement. (j) "Placement Agent Agreement" means that certain Placement Agent Agreement, dated between the Company, Paulson Investment Company, LLC and any Additional Placement Agents as defined therein. (k) "Rules and Regulations" means the rules and regulations of the Commission adopted under the Securities Act. (l) "Securities" means the securities obtained or obtainable upon exercise of the Warrant or securities obtained or obtainable upon exercise, exchange, or conversion of such securities. P- 1 (m) "Securities Act" means the Securities Act of 1933, as amended. (n) "Warrant" means the warrant evidenced by this certificate, any similar certificate issued in connection with the Offering, or any certificate obtained upon transfer or partial exercise of the Warrant evidenced by any such certificate. (o) "Warrant Certificate" means a certificate evidencing the Warrant. (p) "Warrantholder" means a record holder of the Warrant or Securities.View More
Definition of Certain Terms. Except as may be otherwise clearly required by the context, the following terms have the following meanings: (a) "Cashless Exercise" means an exercise of a Warrant in which, in lieu of payment of the Exercise Price in cash, the Warrantholder elects to receive a lesser number of Securities in payment of the Exercise Price, as determined in accordance with Section 2(b). (b) "Closing Date" means [ ], the date or dates on which a the closing under the Offering occurs. occurred. (c) "Commission" mean...s the Securities and Exchange Commission. (d) "Common Stock" means the common stock, $0.001 par value, of the Company. (e) "Company" means CytoDyn Inc., a Delaware corporation. (f) "Exercise Price" means the price at which the Warrantholder may purchase one share of Common Stock or other Securities upon exercise of a Warrant as determined from time to time pursuant to the provisions hereof, multiplied by the number of Securities as to which the Warrant is being exercised. The initial Exercise Price is $ $[ ] per share of Common Stock. (g) "Issue "Expiration Date" has the meaning set forth in Section 2(a). (h) "Initial Exercise Date" has the meaning set forth in Section 2(a). (i) "Offering Prospectus" means the Closing Date prospectus filed with the Securities and Exchange Commission on which this Warrant is issued. (h) "Memorandum" means [ ] (including the offering materials described in base prospectus dated [ ], the Placement Agent Agreement. (i) prospectus supplement dated [ ], and the other information incorporated therein by reference). (j) "Offering" means the private offering of shares of Common Stock and warrants made pursuant to the Memorandum Offering Prospectus and the Placement Agent Agreement. (j) (k) "Placement Agent Agreement" means that certain Placement Agent Agreement, dated as of [ ], between the Company, Paulson Investment Company, LLC and any Additional Placement Agents as defined therein. (k) LLC. (l) "Rules and Regulations" means the rules and regulations of the Commission adopted under the Securities Act. (l) 1 (m) "Securities" means the securities obtained or obtainable upon exercise of the Warrant or securities obtained or obtainable upon exercise, exchange, or conversion of such securities. P- 1 (m) (n) "Securities Act" means the Securities Act of 1933, as amended. (n) (o) "Warrant" means the warrant evidenced by this certificate, any similar certificate issued in connection with the Offering, or any certificate obtained upon transfer or partial exercise of the Warrant evidenced by any such certificate. (o) (p) "Warrant Certificate" means a certificate evidencing the Warrant. (p) (q) "Warrantholder" means a record holder of the Warrant or Securities. View More
Definition of Certain Terms. Except as may be otherwise clearly required by the context, the following terms have the following meanings: (a) "Cashless Exercise" means an exercise of a Warrant in which, in lieu of payment of the Exercise Price in cash, the Warrantholder elects to receive a lesser number of Securities in payment of the Exercise Price, as determined in accordance with Section 2(b). (b) "Closing Date" means the date or dates on which a closing under the Offering occurs. (c) "Commission" means the Securities an...d Exchange Commission. (d) "Common Stock" means the common stock, $0.001 par value, of the Company. (e) "Company" means CytoDyn Inc., QPAGOS Corporation, a Delaware corporation. (f) "Exercise Price" means the price at which the Warrantholder may purchase one share of Common Stock or Unit (or such other Securities as provided herein) upon exercise of a Warrant as determined from time to time pursuant to the provisions hereof, multiplied by the number of Securities as to which the Warrant is being exercised. The initial Exercise Price is $ $1.25 per share of Common Stock. Unit. (g) "Issue Date" means the Closing Date on which this Warrant is issued. (h) "Memorandum" means the offering materials described in the Placement Agent Agreement. (i) "Offering" means the private offering of shares up to 4,000,000 Units offered and sold to accredited investors in an offering exempt from the registration requirements of Common Stock and warrants made the Securities Act pursuant to the Memorandum and the Placement Agent Agreement. Rule 506(b) promulgated thereunder. (i) "Placement Agent" means Paulson Investment Company, LLC, an Oregon limited liability company. (j) "Placement Agent Agreement" means that certain Placement Agent Agreement, dated April 10, 2015, between the Company, Paulson Investment Company, LLC Company and any Additional the Placement Agents as defined therein. Agent. (k) "Rules and Regulations" means the rules and regulations of the Commission adopted under the Securities Act. (l) "Securities" means the securities obtained or obtainable upon exercise of the Warrant or securities obtained or obtainable upon exercise, exchange, or conversion of such securities. P- 1 (m) "Securities Act" means the Securities Act of 1933, as amended. (n) "Unit" means one of the Units offered to the investors in the Offering, consisting of one share of the Company's Common Stock and Unit Warrant. (o) "Unit Warrant" means a Common Stock purchase warrant included as a component of a Unit. (p) "Warrant" means the warrant evidenced by this certificate, any similar certificate issued in connection with the Offering, or any certificate obtained upon transfer or partial exercise of the Warrant evidenced by any such certificate. (o) (q) "Warrant Certificate" means a certificate evidencing the Warrant. (p) (r) "Warrantholder" means a record holder of the Warrant or Securities. The initial Warrantholder is Paulson Investment Company, LLC. View More
Definition of Certain Terms. For purposes of this Agreement "business day" means any day on which the NASDAQ Stock Market is open for trading. 23 14. Governing Law, Agent for Service and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General Obligations Law. No legal proceeding may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the Ci...ty and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the several Underwriters each hereby consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the several Underwriters each hereby consent to personal jurisdiction, service and venue in any court in which any legal proceeding arising out of or in any way relating to this Agreement is brought by any third party against the Company or any Underwriter. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the Company and any Underwriter and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company and the several Underwriters each hereby waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement or the transactions contemplated hereby.View More
Definition of Certain Terms. For purposes of this Agreement Agreement, unless the context requires otherwise, (a) "affiliate" has the meaning set forth in Rule 405 under the Securities Act, (b) "business day" means any day on which the NASDAQ Stock Market Exchange is open for trading. 23 14. Governing Law, Agent for Service trading, (c) "person" means a natural person or legal person, (d) "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and Jurisdiction. (e) "including" means including without lim...itation. 29 16. GOVERNING LAW, SUBMISSION TO JURISDICTION. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (the "Claim"), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York, including without limitation Section 5-1401 of the New York General Obligations Law. No legal proceeding York. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Underwriters and the Company and the several Underwriters each hereby consent consents to the jurisdiction of such courts and personal service with respect thereto. The Company Each of the Underwriters and the several Underwriters each Company hereby consent consents to personal jurisdiction, service and venue in any court in which any legal proceeding Claim arising out of or in any way relating to this Agreement is brought by any third party against the Company any Underwriter or any Underwriter. The indemnified party. EACH OF THE UNDERWRITERS AND THE COMPANY (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS AND AFFILIATES) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each of the Underwriters and the Company agrees that a final judgment in any such legal action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon each of the Company Underwriters and any Underwriter the Company, respectively, and may be enforced in any other courts in to the jurisdiction of which each of the Company Underwriters and the Company, respectively, is or may be subject, by suit upon such judgment. The Company and the several Underwriters each hereby waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement or the transactions contemplated hereby.View More
Definition of Certain Terms. For purposes of this Agreement "business day" means any day on which the NASDAQ Stock Global Market is open for trading. 23 14. -30- 15. Governing Law, Agent for Service and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General Obligations Law. California. No legal proceeding may be commenced, prosecuted or continued in any court other than the courts of the State o...f New York California located in the City and County of New York Los Angeles or in the United States District Court for the Southern District of New York, Los Angeles, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the several Underwriters each Underwriter hereby consent to the jurisdiction of such courts and personal service with respect thereto. The To the extent permissible under applicable law, the Company and the several Underwriters each Underwriter hereby consent to personal jurisdiction, service and venue in any court in which any legal proceeding arising out of or in any way relating to this Agreement is brought by any third party against the Company or any the Underwriter. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the Company and any each Underwriter and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company and the several Underwriters each hereby waive, to the fullest extent permitted by applicable law, any and waive all right to trial by jury in any legal proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement Agreement. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the Company and the Underwriter and may be enforced in any other courts in the jurisdiction of which the Company is or the transactions contemplated hereby. may be subject, by suit upon such judgment. View More
Definition of Certain Terms. For purposes of this Agreement Agreement, (a) "business day" means any day on which the NASDAQ Stock Market GSM is open for trading. 23 14. Governing Law, Agent for Service trading, (b) "knowledge" means the knowledge of the executive officers of the Company after reasonable inquiry and Jurisdiction. (c) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations. 39 16. GOVERNING LAW, AGENT FOR SERVICE AND JURISDICTION. This Agreement shall be governed by and construed in ac...cordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General Obligations Law. No legal proceeding may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the several Underwriters each hereby consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the several Underwriters each hereby consent to personal jurisdiction, service and venue in any court in which any legal proceeding arising out of or in any way relating to this Agreement is brought by any third party against the Company or any Underwriter. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the Company and any Underwriter and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company and the several Underwriters each hereby waive, to the fullest extent permitted by applicable law, any and waive all right to trial by jury in any legal proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement Agreement. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the Company and the Underwriters and may be enforced in any other courts in the jurisdiction of which the Company is or the transactions contemplated hereby. may be subject, by suit upon such judgment. View More
Definition of Certain Terms. For purposes of this Agreement, (a) "business day" means any day on which the Nasdaq GSM is open for trading, (b) "knowledge" means the knowledge of the executive officers of the Company after reasonable inquiry and (c) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations.
Definition of Certain Terms. For purposes of this Agreement, (a) "business day" means any day on which the Nasdaq GSM New York Stock Exchange, Inc. is open for trading, (b) "knowledge" means the knowledge of the executive directors and officers of the Company after reasonable inquiry and (c) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations.
Definition of Certain Terms. For purposes of this Agreement, (a) "business day" means any day on which the Nasdaq GSM GM is open for trading, (b) "knowledge" means the knowledge of the executive directors and officers of the Company after reasonable inquiry and (c) "subsidiary" has the meaning set forth in Rule 405 of the Rules and Regulations.
Definition of Certain Terms. For purposes of this Agreement "business day" means any day on which the NASDAQ Stock Market is open for trading. 24 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Definition of Certain Terms. For purposes of this Agreement "business day" means any day on which the NASDAQ Stock Market is open for trading. 24 23 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Definition of Certain Terms. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. In addition to the terms defined elsewhere in this Warrant, the following terms have the following meanings: (a) "Business Day" means a day on which banks are open for business in the city of New York. (b) "Commission" means the U.S. Securities and Exchange Commission. (c) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgat...ed thereunder. (d) "Exercise Price" means the price at which the Holder may purchase one share of Common Stock upon exercise of this Warrant as determined from time to time pursuant to the provisions hereof. The initial Exercise Price is $0.70 per share, subject to adjustment as provided herein. (e) "Expiration Date" means the 60-month anniversary of the Initial Exercise Date. (f) "Holder" means a record holder of the Warrant or shares of Common Stock obtained or obtainable upon exercise of the Warrant, as applicable. The initial Holder is Philou Ventures, LLC. (g) "Initial Exercise Date" means the first Business Day following the six-month anniversary of the Issue Date. (h) "Issue Date" means February __, 2017. (i) "Securities Act" means the Securities Act of 1933, as amended. (j) "Warrant" means this Common Stock purchase warrant and any warrant or warrants hereafter issued as a consequence of the exercise or transfer of this warrant in whole or in part.View More
Definition of Certain Terms. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Exchange Agreement. In addition to the terms defined elsewhere in this Warrant, the following terms have the following meanings: (a) "Business Day" means a day on which banks are open for business in the city of New York. (b) "Commission" means the U.S. Securities and Exchange Commission. (c) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations ...promulgated thereunder. (d) "Exercise Price" means the price at which the Holder may purchase one share of Common Stock upon exercise of this Warrant as determined from time to time pursuant to the provisions hereof. The initial Exercise Price is $0.70 $5.00 per share, subject to adjustment as provided herein. (e) "Expiration Date" means the 60-month anniversary of the Initial Exercise Date. December 31, 2018. (f) "Holder" means a record holder of the Warrant or shares of Common Stock obtained or obtainable upon exercise of the Warrant, as applicable. The initial Holder is Philou Ventures, LLC. Warrant. (g) "Initial Exercise Date" means the first Business Day following the six-month anniversary of the Issue Date. (h) "Issue Date" means February __, 2017. (i) "Securities Act" means the Securities Act of 1933, as amended. (j) (h) "Warrant" means this Common Stock purchase warrant and any warrant or warrants hereafter issued as a consequence of the exercise or transfer of this warrant in whole or in part. View More
Definition of Certain Terms. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. In addition to the terms defined elsewhere in this Warrant, the following terms shall have the following meanings: (a) "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. (b) "Business Day" ...means a day on which banks are open for business in the city of New York. (b) "Commission" means the U.S. Securities and Exchange Commission. (c) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. (d) "Exercise Price" means the price at which the Holder may purchase one share of Common Stock upon exercise of this Warrant as determined from time to time pursuant to the provisions hereof. The initial Exercise Price is $0.70 $[ ] per share, subject to adjustment as provided herein. (e) share. (d) "Expiration Date" means the 60-month five year anniversary of the Initial Exercise Effective Date. (f) (e) "Holder" means a record holder of the Warrant or shares of Common Stock obtained or obtainable upon exercise of the Warrant, as applicable. The initial Holder is Philou Ventures, LLC. (g) [ ]. (f) "Initial Exercise Date" means the first Business Day 181st day following the six-month anniversary of the Issue Date. (h) (g) "Issue Date" means February __, 2017. (i) [ ], 2016. (h) "Securities Act" means the Securities Act of 1933, as amended. (i) "Underwriting Agreement" means that certain Underwriting Agreement, dated as of [ ], 2016, by and among the Company and the Underwriters named in Schedule I thereto. (j) "Warrant" means this Common Stock purchase warrant and any warrant or warrants hereafter issued as a consequence of the exercise or transfer of this warrant in whole or in part. Capitalized terms used but not defined in this Warrant have the respective meanings ascribed to them in the Underwriting Agreement. View More
Definition of Certain Terms. For purposes of this Agreement, unless the context requires otherwise, (a) "affiliate" has the meaning set forth in Rule 405 under the Securities Act, (b) "business day" means any day on which the Exchange is open for trading, (c) "person" means a natural person or a legal entity, (d) "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and (e) "including" means including without limitation.
Definition of Certain Terms. For purposes of this Agreement, unless the context requires otherwise, (a) "affiliate" has the meaning set forth in Rule 405 under the Securities Act, (b) "business day" means any day on which the Exchange is open for trading, (c) "person" means a natural person or a legal entity, person, (d) "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and (e) "including" means including without limitation.
Definition of Certain Terms. For purposes of this Agreement, unless the context requires otherwise, (a) "affiliate" has the meaning set forth in Rule 405 under the Securities Act, (b) "business day" means any day on which the Exchange is open for trading, (c) "person" means a natural person or a legal entity, person, (d) "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and (e) "including" means including without limitation.
Definition of Certain Terms. For purposes of this Agreement, (a) "business day" means any day on which the Nasdaq Capital Market is open for trading and (b) "subsidiary" has the meaning set forth in Rule 405 under the Securities Act.
Definition of Certain Terms. For purposes of this Agreement, (a) "business day" means any day on which the Nasdaq Capital Market is open for trading and (b) "subsidiary" "subsidiaries" has the meaning set forth in Rule 405 under of the Securities Act. Rules and Regulations.
