Definitions Clause Example from Business Contracts

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to "years," "months," or "days" shall mean "calendar years," "calendar months," and "calendar days." References in this Agreement to "including" shall mean "including, without limitation," whether or not so specified. Any term not defined below which is initially capitalized in ...this Agreement shall have the meaning ascribed to it in this Agreement. "Affiliate" means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term "beneficial owner" is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Closing" shall mean each closing conducted by the Company and the Placement Agent with respect to the sale of the Securities pursuant to the Offering. "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to Section 3 of this Agreement. "Joint Written Direction" shall mean a written direction executed and delivered by the Company and the Placement Agent, directing the Escrow Agent to disburse all or a portion of the Escrow Funds or otherwise directing any party hereto to take or refrain from taking an action pursuant to this Agreement. Any Joint Written Direction relating to a disbursement of Escrow Funds shall certify with reasonable detail satisfactory to Escrow Agent in its sole discretion the instructions as to such disbursement. Each Joint Written Direction shall be accompanied by the documents set forth in Schedule B hereto. "Termination Date" shall mean [ ], 2013, unless the Offering is fully subscribed before such date or the Company and the Placement Agent agree to terminate the Offering prior to such date. View More