Definitions Clause Example with 4 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. For the purposes hereof, the following terms shall have the following meanings: "Business Day" means any day except Saturday, Sunday and any day that is a legal holiday or a day on which banking institutions in the State of New York or State of Nevada are authorized or required by law or other government action to close. "Conversion Price" shall be 50% of the lowest Per Share Market Value of the five (5) Trading Days immediately preceding a Conversion Date. "Exchange Act" means the Securities Ex...change Act of 1934, as amended. "Trading Day" means (a) a day on which the shares of Common Stock are traded on such Subsequent Market on which the shares of Common Stock are then listed or quoted, or (b) if the shares of Common Stock are not listed on a Subsequent Market, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) if the shares of Common Stock are not quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New Hampshire are authorized or required by law or other government action to close.View More
Variations of a "Definitions" Clause from Business Contracts
Definitions. For the purposes hereof, the following terms shall have the following meanings: "Business Day" means any day except Saturday, Sunday and any day that is which shall be a federal legal holiday in the United States or a day on which banking institutions in the State city of New York or State of Nevada are authorized or required by law or other government action to close. "Conversion "Closing Sale Price" means, for any security as of any date, the closing trade price for such security on The NASDAQ... Capital Market, as reported by Bloomberg, or, if The NASDAQ Capital Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if The NASDAQ Capital Market is not the principal securities exchange or trading market for such security, the last closing trade price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security as reported in the OTC Link or "pink sheets" by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be 50% the fair market value as determined, in good faith, by the Board of Directors of the lowest Per Share Market Value Company (the "Board"). -1- "Date of Exercise" means the date on which the Holder shall have delivered to the Warrant Agent or the Company, as applicable, the Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it), appropriately completed and duly signed, provided that, in the case of a Cash Exercise (as defined below), payment of the five (5) Exercise Price in accordance with Section 9 for the number of Warrant Shares so indicated by the Holder to be purchased is paid within two Trading Days immediately preceding a Conversion Date. of such date; provided, however, that if payment of the Exercise Price is not made within two Trading Days of such date, the Date of Exercise shall be one Trading Day following receipt of such payment by the Warrant Agent. "Exchange Act" means the Securities Exchange Act of 1934, as amended. amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder. "Expiration Date" means the date 5 years after the Initial Issuance Date. "Initial Issuance Date" means May 19, 2015. "Market Price" of a share of Common Stock on any date shall mean the arithmetic average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Form of Election to Purchase. "Person" means a corporation, association, partnership, limited liability corporation, organization, business, individual, government or political subdivision thereof or governmental agency. "Trading Day" means (a) (i) a day on which the shares of Common Stock are traded on such Subsequent Market The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE MKT or other national securities exchange on which the shares of Common Stock are then listed or quoted, or (b) (ii) if the shares of Common Stock are not listed on a Subsequent Market, any such exchange or market, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) (iii) if the shares of Common Stock are not listed on any such exchange or market or quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) clause (i), (ii) or (iii) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New Hampshire are authorized or required by law or other government action to close. Business Day. View More
Definitions. For the purposes hereof, the following terms shall have the following meanings: "Aggregate Exercise Price" means, with respect to each exercise of Warrants held by the Holder, the Exercise Price per Warrant multiplied by the aggregate number of Warrant Shares (which must be a whole number) that such Holder intends to purchase pursuant to such exercise. "Business Day" means any day except Saturday, Sunday and any day that is which shall be a federal legal holiday in the United States or a day on ...which banking institutions in the State The City of New York or State of Nevada are authorized or required by law or other government action to close. "Conversion Price" "Date of Exercise" means the date on which the Holder shall be 50% have delivered to the Warrant Agent the Form of Election to Purchase attached thereto (with the lowest Per Share Market Value of the five (5) Trading Days immediately preceding a Conversion Date. Warrant Shares Exercise Log attached to it), appropriately completed and duly signed. "Exchange Act" means the Securities Exchange Act of 1934, as amended. amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder. "Expiration Date" means February 10, 2020. "Initial Issuance Date" means February 10, 2015. "Market Price" of a share of Common Stock on any date shall mean the arithmetic mean of the VWAP on each of the five consecutive Trading Days immediately preceding such date. The Market Price shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period. "Person" means a corporation, association, partnership, limited liability corporation, organization, business, individual, trust, government or political subdivision thereof or governmental agency. "Trading Day" means (a) (i) a day on which the shares of Common Stock are traded on such Subsequent Market The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market, New York Stock Exchange, NYSE MKT or other national securities exchange on which the shares of Common Stock are then listed or quoted, or (b) (ii) if the shares of Common Stock are not listed on a Subsequent Market, any such exchange or market, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) (iii) if the shares of Common Stock are not listed on any such exchange or market or quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) clause (i), (ii) or (iii) hereof, then Trading Day shall mean a Business Day. "VWAP" on any day except Saturday, Sunday and any day which Trading Day means the per share volume-weighted average price of the Common Stock as displayed under the heading "Bloomberg VWAP" on Bloomberg page "BIND AQR" (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day. VWAP shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours. If VWAP cannot be calculated on such date on any of the foregoing bases, the VWAP on such date shall be the fair market value of the Common Stock as mutually determined by the Company and the Holder. "Warrant Certificate" means a legal holiday or a day certificate in substantially the form attached hereto as Exhibit A representing such number of Warrants set forth on which banking institutions in the State of New Hampshire are authorized or required by law or other government action to close. Warrant Certificate. View More
Definitions. For the purposes hereof, the following terms shall have the following meanings: "Business Day" means any day except Saturday, Sunday and any day that is which shall be a federal legal holiday in the United States or a day on which banking institutions in the State The City of New York or State of Nevada are authorized or required by law or other government action to close. "Conversion Price" "Date of Exercise" means the date on which the Holder shall be 50% have delivered to the Warrant Agent (i...) a Warrant Certificate, (ii) the Form of Election to Purchase attached thereto (with the Warrant Shares Exercise Log attached to it), appropriately completed and duly signed, provided that, in the case of a Cash Exercise, payment of the lowest Per Share Market Value Exercise Price in accordance with Section 9 for the number of Warrant Shares so indicated by the five (5) Trading Days immediately preceding a Conversion Date. Holder to be purchased is paid within one day of such date. "Exchange Act" means the Securities Exchange Act of 1934, as amended. amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder. "Expiration Date" means the date 5 years after the Initial Issuance Date. "Initial Issuance Date" means August 5, 2014. "Market Price" of a share of Common Stock on any date shall mean, (i) if the shares of -1- Final Execution Copy Common Stock are traded on the Nasdaq Global Market, the last bid price reported on that date; (ii) if the shares of Common Stock are no longer quoted on the Nasdaq Global Market and are listed on any other national securities exchange, the last sale price of the Common Stock reported by such exchange on that date; (iii) if the shares of Common Stock are not quoted on a any such market or listed on any such exchange and the shares of Common Stock are traded in the over-the-counter market, the last price reported on such day by the OTC Bulletin Board; (iv) if the shares of Common Stock are not quoted on any such market, listed on any such exchange or quoted on the OTC Bulletin Board, then the last price quoted on such day in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); or (v) if none of clauses (i)-(iv) are applicable, then as determined, in good faith, by the Board of Directors of the Company (the "Board"). "Person" means a corporation, association, partnership, limited liability corporation, organization, business, individual, government or political subdivision thereof or governmental agency. "Trading Day" means (a) (i) a day on which the shares of Common Stock are traded on such Subsequent Market the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange, NYSE MKT or other national securities exchange on which the shares of Common Stock are then listed or quoted, or (b) (ii) if the shares of Common Stock are not listed on a Subsequent Market, any such exchange or market, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) (iii) if the shares of Common Stock are not listed on any such exchange or market or quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) clause (i), (ii) or (iii) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New Hampshire are authorized or required by law or other government action to close. Business Day. View More
Definitions. For the purposes hereof, the following terms shall have the following meanings: "Business Day" means any day except Saturday, Sunday and any day that is which shall be a federal legal holiday in the United States or a day on which banking institutions in the State The City of New York or State of Nevada are authorized or required by law or other government action to close. "Conversion Price" "Date of Exercise" means the date on which the Holder shall be 50% have delivered to the Company (ii) the... Form of Election to Purchase attached thereto (with the Warrant Exercise Log attached to it), appropriately completed and duly signed, provided that, (i) the Warrant Certificate shall have been delivered within three Business Days of such date, and (ii) in the case of a Cash Exercise, payment of the lowest Per Share Market Value Exercise Price in accordance with Section 9 for the number of Warrant Shares so indicated by the five (5) Trading Days immediately preceding a Conversion Date. Holder to be purchased is paid within one Business Day of such date. "Exchange Act" means the Securities Exchange Act of 1934, as amended. amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. "Expiration Date" means the date 5 years after the Initial Issuance Date. "Initial Issuance Date" means March 18, 2014. "Market Price" of a share of Common Stock on any date shall mean, (i) if the shares of Common Stock are traded on the Nasdaq Global Market, the last closing bid price (which, for the avoidance of doubt, shall mean the closing bid price on the prior Trading Day if the Form of Election to Purchase is received prior to 4:00 p.m. ET on the Date of Exercise); (ii) if the shares of Common Stock are no longer quoted on Nasdaq and are listed on any other -1- national securities exchange, the last sale price of the Common Stock reported by such exchange on that date; (iii) if the shares of Common Stock are not quoted on any such market or listed on any such exchange and the shares of Common Stock are traded in the over-the-counter market, the last price reported on such day by the OTC Bulletin Board; (iv) if the shares of Common Stock are not quoted on any such market, listed on any such exchange or quoted on the OTC Bulletin Board, then the last price quoted on such day in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); or (v) if none of clauses (i)-(iv) are applicable, then as determined, in good faith, by the Board of Directors of the Company. "Person" means a corporation, association, partnership, limited liability corporation, organization, business, individual, government or political subdivision thereof or governmental agency. "Trading Day" means (a) (i) a day on which the shares of Common Stock are traded on such Subsequent Market the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or American Stock Exchange on which the shares of Common Stock are then listed or quoted, or (b) (ii) if the shares of Common Stock are not listed on a Subsequent Market, any such exchange or market, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) (iii) if the shares of Common Stock are not quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) clause (i), (ii) or (iii) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New Hampshire are authorized or required by law or other government action to close. Business Day. View More
