Definitions Clause Example from Business Contracts

Definitions. For purposes of this Note, the following capitalized terms have the following meaning. "Affiliate" of any Person means any other Person controlled by, controlling or under common control with such Person. As used in this definition, "control" (including, with its correlative meanings, "controlling," "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of secur...ities, by contract or otherwise). "Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. "Sale of the Company" means the sale of the Company to any Person or group of Persons pursuant to which such Person or Persons acquire (i) capital stock of the Company either representing more than 50% of the outstanding capital stock of the Company and/or possessing the voting power to elect a majority of the board of directors of the Company (whether by merger, consolidation, sale, or transfer of the Company's capital stock) or (ii) all or substantially all the Company's assets determined on a consolidated basis. "Side Letter" means that certain letter agreement, dated as of the date hereof, by and between the Company and the Holder. "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity. -4- 8. Cancellation. After the entire Payment Obligation Amount at any time owed on this Note has been paid in full, this Note shall be surrendered to the Company for cancellation and shall not be reissued. View More