Definitions Clause Example with 299 Variations from Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust com...panies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.View More
Variations of a "Definitions" Clause from Business Contracts
Definitions. The terms that follow, when used in this Agreement, shall have 1.3 "Exercise Period" means the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day period commenc...ing on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date hereof and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed ending _____________, 20__, unless sooner automatically exercised pursuant to Rule 424(b) after Section 7 below. 1.4 "Exercise Price" means $_____ per share. 1.5 "Exercise Shares" means _____________ (__________) shares of Common Stock purchasable upon exercise of this Warrant or issuable upon conversion of this Warrant. 1.7 "Common Stock" means the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Company's Common Stock, par value $0.01 per share. View More
Definitions. The In addition to the terms defined elsewhere in this Warrant, capitalized terms that follow, when used in this Agreement, are not otherwise defined herein shall have the meanings indicated. "Act" shall mean assigned to such terms in the Securities Act Purchase Agreement. __________________________ 1Note to Draft: Number of 1933, as amended, and Warrant Shares to be equal to the rules and regulations number of shares of Common Stock into which the corresponding Convertible Note was converted. 2...Note to Draft: Exercise Price to be equal to 110% of the Commission promulgated thereunder. "Base Prospectus" shall mean Conversion Price under the base prospectus referred corresponding Convertible Note. 1 3. Exercise Price. This Warrant may be exercised for a price per Warrant Share equal to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law $_____3, subject to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior adjustment from time to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. 11. View More
Definitions. The As used herein, the following terms that follow, when used in this Agreement, shall have the meanings indicated. "Act" following respective meanings: (a) "Exercise Period" shall mean the Securities Act of 1933, as amended, period commencing on the date hereof and the rules and regulations ending on __________, 2021. (b) "Exercise Price" shall mean [110% of the Commission promulgated thereunder. "Base Prospectus" closing trading price per one (1) share of the Company's common stock ("Common S...tock") reported on The NASDAQ Capital Market on _____________, subject to adjustment pursuant to Section 5 below.] (c) "Exercise Shares" shall mean _____________ shares of the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" Common Stock (which shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior be equal to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part number of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating shares set forth opposite Investor's name on Exhibit A to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules Purchase Agreement under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding column "Number of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Restricted Options"). View More
Definitions. The terms that follow, when As used in this Agreement, including the Terms and Conditions of RSUs attached as Exhibit A, the following terms shall have the meanings indicated. "Act" shall mean set forth in this Section 2. Grant Date: [Grant Date] Number of Shares: [Number of Shares] Vesting Commencement Date: [Vesting Commencement Date] Settlement Date: For each RSU, except as otherwise provided in Exhibit A hereto, the Securities Act of 1933, as amended, and the rules and regulations of the Com...mission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day date on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or such RSU becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is vested in accordance with your understanding the vesting schedule set forth below. Vesting Schedule: Shares Vest Date [Number of our agreement, please sign Shares] [Vest Date] AFFYMETRIX, INC. /s/ Frank Witney ______________________________ Frank Witney Exhibit A TERMS AND CONDITIONS OF RSUs 1. Grant. Pursuant to the Restricted Stock Unit Grant Notice (the "Grant Notice") to which these Terms and return Conditions are attached (together with the Grant Notice, this "Agreement"), AFFYMETRIX, INC., a Delaware corporation (the "Company"), has granted to us Recipient the enclosed duplicate hereof, whereupon right to receive the number of Restricted Stock Units (the "RSUs") under the Plan as set forth in the Grant Notice (terms used but not defined herein have the meaning set forth in the Grant Notice or the Plan). Each RSU represents the right to receive on a date determined in accordance with this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Agreement one (1) Common Share. View More
Definitions. The terms that follow, when As used in this Agreement, including the Terms and Conditions of PRSUs attached as Exhibit A, the following terms shall have the meanings indicated. "Act" shall mean set forth in this Section 2. Grant Date: [Date] Number of Shares: [Number of Shares] Settlement Date: For each PRSU, except as otherwise provided in Exhibit A hereto, the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mea...n the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day date on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or such PRSU becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is vested in accordance with your understanding the performance condition and vesting date set forth below. To the extent the performance goal for any performance period is not met, the applicable installment of our agreement, please sign PRSUs shall be forfeited (in whole or in part, as applicable) as of the end of such performance period. For the avoidance of doubt, there shall be no "catch up" in any future performance period to the extent any portion of an installment for a prior performance period is not earned. AFFYMETRIX, INC. /s/ /Frank Witney ___________________________________ Frank Witney Exhibit A TERMS AND CONDITIONS OF PRSUs 1. Grant. Pursuant to the Performance Based Restricted Stock Unit Grant Notice (the "Grant Notice") to which these Terms and return Conditions are attached (together with the Grant Notice, this "Agreement"), AFFYMETRIX, INC., a Delaware corporation (the "Company"), has granted to us Recipient the enclosed duplicate hereof, whereupon right to receive the number of Performance Based Restricted Stock Units (the "PRSUs") under the Plan as set forth in the Grant Notice (terms used but not defined herein have the meaning set forth in the Grant Notice or the Plan). Each PRSU represents the right to receive on a date determined in accordance with this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Agreement one (1) Common Share. View More
Definitions. The Unless otherwise defined herein, capitalized terms that follow, when used in this Agreement, Award Agreement shall have the meanings indicated. "Act" shall ascribed to them in the Plan. As used herein: (a) "Award" means the performance share award hereby granted. (b) "Date of Grant" means _______________, the date on which the Company granted the Award to the Participant pursuant to the Plan. (c) "Performance Criteria" means the performance criteria established by the Compensation Committee ...and as set forth in Exhibit A hereto. (d) "Performance Period" means the period beginning on October 1, ____ and ending on September 30, ____. (e) "Settlement Date" means November ____________. (f) "Shares" mean the Securities Act of 1933, as amended, and the rules and regulations shares of the Commission promulgated thereunder. "Base Prospectus" shall mean Company's Common Stock. (g) "Taxes" means the base prospectus referred federal, state and local income and employment taxes required to be withheld in paragraph 1(a) above contained in connection with the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities vesting and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part issuance of the Disclosure Package. 28 "Effective Date" shall mean each date and time that Shares (or other amounts or property) under the Registration Statement, Award. (h) "Voluntary Retirement" means any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean voluntary termination by the Securities Exchange Act of 1934, Participant as amended, and the rules and regulations an employee of the Commission promulgated thereunder. "Execution Time" shall mean the date Company (or any Parent or Subsidiary) (i) after reaching age sixty-two (62) and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together completing sixty (60) full months of continuous Service with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to Company or its Parent or Subsidiaries or (ii) after reaching age fifty-five (55), where the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing Participant's age plus years of the Final Prospectus, together continuous employment with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. or its Parent or Subsidiaries equals at least seventy (70). View More
Definitions. The terms that follow, when As used in this Agreement, shall Lease, each of the following terms will have the meanings indicated. "Act" shall mean meaning indicated: 1.1. "Basic Monthly Rent" means: Period(s) Basic Monthly Rent Rented Square feet Feb. 1, 2018 through May 31, 2018 $11,399.30 per month 7,209 June. 1, 2018 through January 31, 2019 $14,399.30 per month 10,273 Feb. 1, 2019 through Jan 31, 2020 $14,831.25 per month 10,273 __________ through $n/a, per month n.a.. __________, inclusive ...__________ through $n.a., per month n.a. __________, inclusive * June 2018 Rent will be discounted by $1500. 1.2. "Building" means the Securities Act building with the street address of 1933, as amended, see above , in ______ County,______ , (The Building includes, without limitation, all heating, air-conditioning, mechanical, electrical, and plumbing systems, the rules roof and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than all walls, foundations and fixtures constituting a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Building.) 1.3. "Commencement Date" shall mean each means Feb 1, 2018. 1.4. Expiration Date" means the date and time that is_ years after the Registration Statement, Commencement Date, plus any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean partial calendar month occurring between the Securities Exchange Act of 1934, as amended, Commencement Date and the rules and regulations first day of the Commission promulgated thereunder. "Execution Time" shall mean first full calendar month following the Commencement Date, if the Commencement Date does not occur on the first day of a calendar month, as the same may be extended pursuant to Paragraph 2.2. 1.5. "Occupants" means any assignee, subtenant, employee, agent, licensee, invitee, patient or resident of Tenant. 1.6. "Permitted Use" means typical office and labs use only, and no other purpose. 1.7. "Personaltv" means the following: 1.7.1. all goods, equipment, machinery, inventory, materials, supplies, fixtures, furniture, furnishings, tools, appliances and other tangible personal property now owned or acquired after the date and time that of this Agreement is executed by Landlord and delivered by located in the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) Building: and 1.7.2. all trademarks, trade names, telephone numbers, logos, contract rights, escrow accounts. accounts receivable, chattel paper, insurance policies, agreements, instruments, documents of title, general intangibles, business records, plans. specifications, drawings, options, declarations, surveys, studies, architectural renderings, diagrams, maps, permits, licenses, certificates, zoning and subdivision development applications, filings and approvals and other intangible personal property now owned or acquired after the Execution Time, together date of this Agreement by Landlord and used in connection with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing ownership or operation of the Final Prospectus, together with Building or any businesses located on the Base Prospectus. "Registration Statement" shall mean Building. 1.8. "Premises" means the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to portion of the Securities Building that is filed with leased to Tenant as identified on Exhibit A 1.9. "Security Deposit" means $11,744.25 1.10 "Term" means the Commission pursuant to Rule 424(b) period commencing at 12:01 a.m. of the Commencement Date and deemed part expiring at midnight of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Expiration Date. View More
Definitions. The Unless otherwise defined herein, capitalized terms that follow, when used in this Agreement, Award shall have the meanings indicated. "Act" shall mean ascribed to them in the Securities Act Plan. As used herein: (a) "Vesting Period" means, with respect to each Share of 1933, as amended, Restricted Stock, the period beginning on the Date of Grant and ending on the rules and regulations third anniversary thereof. (b) "Restricted Stock" means the Shares which are the subject of the Commission p...romulgated thereunder. "Base Prospectus" shall Award hereby granted. (c) "Shares" mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part shares of the Disclosure Package. 28 "Effective Date" shall mean each date and time that Company's Common Stock. (d) "Voluntary Retirement" means any voluntary termination of service on the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered Board by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean Participant (i) after reaching age sixty two (62) and completing sixty (60) full months of continuous service on the prospectus supplement relating to Board or (ii) after reaching age fifty-five (55), where the Securities that was first filed pursuant to Rule 424(b) after Participant's age plus years of continuous service on the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Board equals at least seventy (70). View More
Definitions. The Unless otherwise defined herein, capitalized terms that follow, when used in this Agreement, Award Agreement shall have the meanings indicated. "Act" shall mean ascribed to them in the Securities Act Plan. As used herein: (a) "Award" means an award of 1933, as amended, and Restricted Stock Units hereby granted. (b) "Date of Grant" means _______________, the rules and regulations date on which the Company awarded the Restricted Stock Units to the Participant pursuant to the Plan. (c) "Qualify...ing Change in Control" means a Change in Control that is a "change in the ownership or effective control" or a " change in the ownership of a substantial portion of the Commission promulgated thereunder. "Base Prospectus" shall mean assets" within the base prospectus referred to in paragraph 1(a) above contained in meaning of Treasury Regulation 1.409A-3(i)(5). (d) "Restricted Stock Units" means the Registration Statement at _____Restricted Stock Units which are the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part subject of the Disclosure Package. 28 "Effective Date" shall Award hereby granted. (e) "Shares" mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations shares of the Commission promulgated thereunder. "Execution Time" shall mean Company's Common Stock. (f) "Taxes" means the date federal, state and time that this Agreement is executed local income and delivered employment taxes required to be withheld in connection with the vesting and issuance of the Shares (or other amounts or property) under the Award. (g) "Vesting Period" means, with respect to each Restricted Stock Unit, the period beginning on the Date of Grant and ending on the third anniversary thereof. (h) "Voluntary Retirement" means any voluntary termination by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, Participant as defined in Rule 405. "Final Prospectus" shall mean an employee of the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) Company (or any Parent or Subsidiary) (i) after the Execution Time, together reaching age sixty-two (62) and completing sixty (60) full months of continuous Service with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to Company or its Parent or Subsidiaries or (ii) after reaching age fifty-five (55), where the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing Participant's age plus years of the Final Prospectus, together continuous employment with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. or its Parent or Subsidiaries equals at least seventy (70). View More
Definitions. The Unless otherwise defined herein, capitalized terms that follow, when used in this Agreement, Award Agreement shall have the meanings indicated. "Act" shall mean ascribed to them in the Securities Act Plan. As used herein: (a) "Award" means an award of 1933, as amended, Restricted Stock Units hereby granted. (b) "Date of Grant" means the date on which the Company awarded the Restricted Stock Units to the Participant pursuant to the Plan. (c) "Vesting Period" means, with respect to each Restri...cted Stock Unit, the period beginning on the Date of Grant and ending on the rules and regulations third anniversary thereof. (d) "Restricted Stock Units" means the Restricted Stock Units which are the subject of the Commission promulgated thereunder. "Base Prospectus" shall Award hereby granted. (e) "Shares" mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part shares of the Disclosure Package. 28 "Effective Date" shall mean each date and time that Company's Common Stock. (f) "Voluntary Retirement" means any voluntary termination of service on the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered Board by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean Participant (i) after reaching age sixty-two (62) and completing sixty (60) full months of continuous service on the prospectus supplement relating to Board or (ii) after reaching age fifty-five (55), where the Securities that was first filed pursuant to Rule 424(b) after Participant's age plus years of continuous service on the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Board equals at least seventy (70). View More
