Definitions Contract Clauses (26,161)

Definitions. 7.2 "Benefit Plans" means plans, policies, or arrangements that the Company sponsors (or participates in) and that, immediately prior to Plan Participant's termination of employment, provide medical, dental, or vision benefits for Plan Participants and their eligible dependents. 7.3 "Cause" means the occurrence of any of the following, as determined by the Company in good faith: (i) acts or omissions constituting gross negligence or willful misconduct on the part of Plan Participant with respect... to Plan Participant's obligations or otherwise relating to the business of Company, (ii) Plan Participant's (A) felony conviction of, or felony plea of nolo contendere to, crimes involving fraud, misappropriation, or embezzlement, or a felony crime of moral turpitude, or (B) conviction of crimes involving fraud, misappropriation, or embezzlement, (iii) Plan Participant's violation or breach of any fiduciary duty (whether or not involving personal profit) to the Company, or willful violation of a published policy of the Company governing the conduct of its executives or other employees including, but not limited to, any policy on sexual harassment as may be in effect from time to time, or (iv) 6 Plan Participant's violation or breach of any contractual duty to the Company, which duty is material to the performance of the Plan Participant's duties or results in material damage to the Company or its business; provided that if any of the foregoing events is capable of being cured, the Company will provide notice to Plan Participant describing the nature of such event and Plan Participant will thereafter have thirty (30) days to cure such event. 7.4 "Change of Control" means for purposes of this Plan (i) a sale of all or substantially all of the assets of the SunPower Corp., (ii) any merger, consolidation, or other business combination transaction of SunPower Corp. with or into another corporation, entity, or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of SunPower Corp. outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of SunPower Corp. (or the respective surviving entity) outstanding immediately after such transaction, (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of SunPower Corp., (iv) one or more contested elections of directors during a period of 36 consecutive months, as a result of which or in connection with which the persons who were directors before the first of such elections or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of the Company. 7.5"Code" means the Internal Revenue Code of 1986, as amended. 7.6 "Date of Termination" means the date on which Plan Participant incurs a "separation from service" within the meaning of Section 409A of the Code (applying the default rules thereunder).7.7 "Determination Date" means the date during the twelve (12) month period preceding the Date of Termination on which the sum of Plan Participant's annual Base Salary plus his annual target bonus was highest. 7.8 "Disability" shall have the same defined meaning as in the Company's long- term disability plan. View More

Definitions. The term "State", as used herein, means the State of Nevada. All terms defined in the Uniform Commercial Code of the State and used herein shall have the same definitions herein as specified therein. However, if a term is defined in Article 9 of the Uniform Commercial Code of the State differently than in another Article of the Uniform Commercial Code of the State, the term has the meaning specified in Article 9. The term "Obligations", as used herein, means all of the indebtedness, obligations ...and liabilities of the Company to the Secured Party, whether direct or indirect, joint or several, absolute or contingent, due or to become due, now existing or hereafter arising under or in respect of the Note, or other instruments or agreements executed and delivered pursuant thereto or in connection therewith or this Agreement. The term "Event of Default," as used in this Agreement, shall mean an Event of Default under the Note, the failure of the company to pay any of the Obligations when due, or such other default or breach by the Company of any of the Obligations. View More

Definitions. In this Modification, these terms have the following meanings:A.Pronouns. The pronouns "I," "me," and " my" refer to each Borrower signing this Modification and each other person or legal entity (including guarantors, endorsers, and sureties) who agrees to pay this Loan. "You" and "your" refer to the Lender, with its participants or syndicators, successors and assigns, or any person or entity that acquires an interest in the Modification or the Prior Obligation.B.Amended Obligation. Amended Obli...gation is the resulting agreement that is created when the Modification amends the Prior Obligation. It is described above in the AMENDED OBLIGATION INFORMATION section.C.Credit Limit. Credit Limit means the maximum amount of principal you will permit me to owe you under this Line of Credit, at any one time. My Credit Limit is stated at the top of this Modification. D.Loan. Loan refers to this transaction generally. It includes the obligations and duties arising from the terms of all documents prepared or submitted in association with the Prior Obligation and this modification, such as applications, security agreements, disclosures, notes, agreements, and this Modification.E.Modification. Modification refers to this Debt Modification Agreement.F.Prior Obligation. Prior Obligation refers to my original agreement described above in the PRIOR OBLIGATION INFORMATION section, and any subsequent extensions, renewals, modifications or substitutions of it.2.BACKGROUND. You and I have previously entered into a Prior Obligation. As of the date of this Modification, the outstanding, unpaid balance of the Prior Obligation is $389,047.44. Conditions have changed since the execution of the Prior Obligation instruments. In response, and for value received, you and I agree to modify the terms of the Prior Obligation, as provided for in this Modification.3.CONTINUATION OF TERMS. I agree and understand that all other terms and provisions in the Prior Obligation survive and continue in full force and effect, except to the extent that they are specifically and expressly amended by this Modification. The express amendment of a term does not amend related or other terms - even if the related or other terms are contained in the same section or paragraph of the Prior Obligation. For illustration purposes only, a modification of the interest rate to be paid during the term of the loan would not modify the default rate of interest even though both of those terms are described in the Prior Obligation in a common section titled "Interest". The term "Prior Obligation" includes the original instrument and any modifications prior to this Modification.4.TERMS. The Prior Obligation is modified as follows:A.Promise to Pay. My promise to pay is modified to read:(1) PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, amounts advanced from time to time under the terms of the Loan up to the maximum outstanding principal balance of $500,000.00 (Principal), plus interest from the date of disbursement, on the unpaid outstanding Principal balance until the Loan is paid in full and you have no further obligations to make advances to me under the Loan.My Credit Limit has been increased by $100,000.00.B.Interest. Our agreement for the payment of interest is modified to read:(1) INTEREST. Interest will accrue on the unpaid Principal balance of the Loan at the rate of 6.500 percent (Interest Rate).C.Payments. The payment provision is modified to read:(I) PAYMENT. I agree to pay all accrued interest on the balance outstanding from time to time in regular payments beginning July 19, 2019, then on the same day of each month thereafter. A final payment of the entire unpaid outstanding balance of Principal and interest will be due December 19, 2019.Payments will be rounded to the nearest $.01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day will, instead, be made on the last day of such month.D.Fees and Charges. As additional consideration for your consent to enter into this Modification, I agree to pay, or have paid these additional fees and charges:(1) Late Charge. If a payment is more than 10 days late, I will be charged 5.000 percent of the Amount Of Payment. However, this charge will not be greater than $1,500.00. I will pay this late charge promptly but only once for each late payment. View More

Definitions. As used in this Warrant, the following terms have the definitions ascribed to them below: (a) "Acceleration Event" means (i) the closing of the sale, transfer or other disposition of all or substantially all of the Corporation's assets or equity securities, (ii) the consummation of the merger or consolidation of the Corporation with or into another entity (except a merger or consolidation in which the holders of equity securities of the Corporation immediately prior to such merger or consolidati...on continue to hold directly at least 50% of the voting power of the equity securities of the Corporation or the surviving entity), (iii) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of the Corporation's securities), of the Corporation's voting securities if, after such closing, such person or group of affiliated persons would hold, directly or indirectly, 50% or more of the outstanding voting securities of the Corporation in a transaction structured as a business combination (or the surviving or acquiring entity), or (iv) a liquidation, dissolution or winding up of the Corporation; provided, however, that a transaction shall not constitute an Acceleration Event if its sole purpose is to change the state of the Corporation's incorporation. (b) "Business Day" means any day other than a Saturday, Sunday or other day on which the national or state banks located in the State of California are authorized to be closed. (c) "Commencement Date" means the date first set forth above. (d) "Exercise Period" means the period commencing on the Commencement Date and ending at 5:00 p.m. Pacific time on the date that is ten (10) years after the Commencement Date, (the "Termination Date"); provided, however, the Exercise Period shall end and this Warrant shall no longer be exercisable and shall become null and void upon consummation of an Acceleration Event (except the right to receive the securities and property to which the Holder is entitled by virtue of exercising or converting this Warrant in connection with any Acceleration Event). In the event the Corporation proposes to consummate an Acceleration Event, this Warrant may be exercised pursuant subject to, and conditioned on, the consummation of such Acceleration Event, and such exercise shall be deemed to have occurred as of immediately prior to the consummation of such Acceleration Event. 1 (e) "Series A-2 Preferred Stock" means Series A-2 Preferred Stock as further described in the Third Amended and Restated Articles of Incorporation of the Corporation (or any successor security pursuant to Section 3 hereof). (f) "Securities Act" means the Securities Act of 1933, as amended. (g) "Shares" means individual shares of Series A-2 Preferred Stock. View More

Definitions. "Affiliate" means any legal entity (such as a corporation, partnership, or limited liability company) that controls, is controlled by, or under common control with another legal entity, whether by contract, ownership of assets, voting securities or otherwise. "Licensed Antibodies" means the antibodies developed using the Platform Technology which are set forth on Exhibit A to this Agreement "IRB Know-How" means [***] to the extent such is not included in the Patent Rights. /s/WJR /s/SRC /s/JN /s.../GN "Know-How Rate" means a royalty rate that is [***] of the royalty rate that would payable on Licensed Products covered by Valid Claims. "Licensed Products" means any drug, vaccine or diagnostic product containing Licensed Antibodies. "Licensed JP" means intellectual property comprising the Patent Rights and the IRB Know-How. "Patent Rights" means all unexpired and unabandoned patents and patent applications owned by the IRB covering the Platform Technology and the Licensed Antibodies set forth in the patents and patent applications listed on Exhibit A, and all continuations, continuations-in-part, divisionals, reissues, reexaminations and the like, whether existing as of the date hereof or later developed. "Sublicense Income" means [***] granted Humabs under Section 2.1. "Sublicensee" means any non-Affiliate sublicensee of the rights in Licensed Antibodies granted Humabs under this Agreement. "Platform Technology" means the technology associated with [***] owned by the IRB. "Term" means, unless earlier terminated in accordance with the provisions of this Agreement, the term of this Agreement, which shall remain in effect until the expiration or abandonment of all Valid Claims of the Patent Rights and trade secrets embodied in the IRB Know-How. "Valid Claim" means for any country, a claim of an issued and unexpired patent or application included in the Patent Rights that would be infringed by the exploitation of the Platform Technology or a product derived therefrom but for the license granted herein and has not been abandoned or cancelled or found by a court to be, or admitted to be, invalid or unenforceable. View More

Definitions. 2.1. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed thereto in the Agreement. 2.2. Each of the defined terms contained in the preamble and recitals of this Amendment are hereby incorporated into the Agreement, and hereby amend and replace any conflicting defined terms set forth in the recitals of the Existing Agreement.

Definitions. As used in this Agreement, the following terms shall be deemed to have the following meanings: 1.1 "Applicable Laws and Regulations" shall mean any law, statute, rule, regulation, ordinance or other binding pronouncements of any duly authorized court, tribunal, arbitrator, agency, commission, official or other instrumentality of any federal, state, province, county, city or other political subdivision (domestic or foreign) having the effect of law in the United States, any foreign country or ter...ritory or any domestic or foreign state, province, county, city or other political subdivision applicable to the Company or its business. 1.2 "Company Intellectual Property" means all Intellectual Property that: (i) was owned or developed by Company prior to the execution of this Agreement; and (ii) is or was independently developed or acquired by Company without contribution or assistance from Reed's, Reed's Confidential Information, or Reed's Intellectual Property. Company Intellectual Property includes but is not limited to Company's know-how and independently developed recipes and alcohol beverage production processes, including the neutral alcohol beverage base that contributes alcohol to the Products ("Neutral Alcohol Beverage Base"). 1.3 "Development Committee" has the meaning ascribed to such term under the Recipe Development Agreement. 1.4 "Discounts" means all actual and documented rebates, discounts, returns, and other promotional allowances. 1.5 "Initial Term" means a five (5) year period beginning on the Effective Date. 1.6 "Intellectual Property" means any and all domestic and international rights in and to: (i) trademarks, service marks, trade dress, logos, trade names and Internet domain names, together with all goodwill associated therewith; (ii) patents, patent disclosures, patentable subject matter, inventions, any improvements thereto and know-how; (iii) copyrights, copyrightable works, derivative works thereof and moral rights; (iv) trade secrets and confidential information; (v) other intellectual proprietary property (of every kind and nature and however designated), whether arising by operation of law, contract, license or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing now or hereafter in force or hereafter acquired or adopted. 1.7 "Gross Sales Revenue" means the actual amount of invoiced sales by Company in connection with sales of Products. 1.8 "Net Revenue" means the Gross Sales Revenue less all Discounts and applicable excise taxes. 1.9 "Products" means the ready-to-drink ginger-based flavored alcohol beverage products identified on Exhibit B bearing the Licensed Marks and manufactured by Company pursuant to this Agreement. 1.10 "Recipe" means the ingredients and methods of combining and processing ingredients for the Products, provided that a Recipe will not include the composition of or recipe for the Neutral Alcohol Beverage Base (it being understood that the amount of Neutral Alcohol Beverage Base and the process for combining and processing it with other ingredients shall be included in the Recipe). 1.11 "Reed's Intellectual Property" means all Intellectual Property that: (i) was owned or developed by Reed's prior to the execution of this Agreement, including the Licensed Marks; (ii) was or is independently developed by Reed's without contribution or assistance from Company or Company's Intellectual Property; and (iii) the Recipe. 1.12 "Specifications" means the specifications for the Products to be developed by the Development Committee. 1.13 "Recipe Development Agreement" means the Recipe Development Agreement entered into by the parties concurrently with this Agreement, as it may be amended, modified, supplemented or restated from time to time. 2 1.14 "Renewal Term" means up to three additional 2-year terms following the Initial Term, each such additional term to begin automatically unless either party provides written notice of non-renewal at least 180 days prior to the end of the then-current term. 1.15 "Term" means the Initial Term plus any Renewal Term. 1.16 "Territory" means the United States and Canada. View More

Definitions. (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement. (b) The following terms shall have the meanings assigned thereto in the UCC (defined below): Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit Account, Document, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Manufa...ctured Home, Money, Payment Intangibles, Proceeds, Securities Account, Securities Entitlement, Securities Intermediary, Software, Standing Timber, Supporting Obligation and Tangible Chattel Paper. (c) As used herein, the following terms shall have the meanings set forth below: "Administrative Agent" has the meaning provided in the introductory paragraph hereof. "Borrower" and "Borrowers" have the respective meanings provided in the recitals hereof. "Collateral" has the meaning provided in Section 2 hereof. "Credit Agreement" has the meaning provided in the recitals hereof. "Grantor" and "Grantors" have the respective meanings provided in the introductory paragraph hereof. "Material IP Rights" means IP Rights that (a) are material to the operations, business, property or condition (financial or otherwise) of the Grantors or their licensee(s) or (b) the loss of which could reasonably be expected to have a Material Adverse Effect. "Secured Obligations" means, without duplication, (a) all Obligations and (b) all costs and expenses incurred in connection with enforcement and collection of the Obligations, including the fees, charges and disbursements of counsel. "Secured Parties" means, collectively, the Administrative Agent, the Lenders and the Indemnitees, and "Secured Party" means any one of them. "Security Agreement" has the meaning provided in the introductory paragraph hereof. "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York except as such term may be used in connection with the perfection of the Collateral and then the applicable jurisdiction with respect to such affected Collateral shall apply. "Venus Canada" has the meaning provided in the recitals hereof. "Venus USA" has the meaning provided in the recitals hereof. View More

Definitions. 2.1 "1934 Act" means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. 2.2 "Board" means the Board of Directors of the Company. 2.3 "Committee" means the Compensation Committee of the Board. 2.4 "C...ompany" means Avinger, Inc. 2.5 "Director" means a nonemployee member of the Board. 2.6 "Eligible Individual" means an Officer or Director who has been designated by the Committee as eligible to participate in the Plan. 2.7 "Fair Market Value" means (a) if the shares are traded on The Nasdaq Capital Market, the "market price" as defined under the rules of The Nasdaq Capital Market or (b) if the shares are not traded on The Nasdaq Capital Market, the closing sales price for a Share (or the closing bid, if no sales were reported) on the relevant date, or if there were no sales on such date, the last quoted per Share selling price for Shares on the nearest day before the relevant date, as quoted on the established stock exchange or national market system where the Shares are listed on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable. 2.8 "Fees" means the cash retainer fees and meeting fees payable to a Director biannually as a result of his or her service on the Board and its committees during the applicable biannual payment period. 2.9 "Officer" means a person who is an "Executive Officer" of the Company within the meaning of Nasdaq Listing Rule 5605(a) or its successor provision. As of the date of the adoption of this Plan, the term "Executive Officer" for purposes of Nasdaq Listing Rule 5605(a) means the Company's president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company, including officers of the Company's parent or subsidiaries if they perform such policy-making functions for the Company. 2.10 "Participant" means an Eligible Individual who elects to participate in the Plan in accordance with Section 5.1. 2.11 "Plan" means this Officer and Director Share Purchase Plan, as it may be amended from time to time. 2.12 "Share" means a share of the Company's common stock. 2.13 "Trading Day" means a day on which national stock exchanges and The Nasdaq Capital Market are open for trading. A Trading Day begins at the time trading begins on such day. 2.14 "Trading Window" means the period commencing at the opening of market on the third Trading Day following the date of public disclosure of the financial results for a particular fiscal quarter or fiscal year of the Company and continuing until the close of market on the fifteenth Trading Day prior to the close of the fiscal quarter, provided that during this period no circumstances exist that otherwise closes the Trading Window. View More

Definitions. As used herein, the following terms shall have the following respective meanings: (a) "Additional Shares" shall mean the number of shares of Specified Preferred equal to the sum of (i) thirty percent (30%) of the quotient of (A) the principal amount of any Note actually purchased by such Holder pursuant to the Purchase Agreement, divided by (B) the Exercise Price, plus (ii) twenty-five percent (25%) of the quotient of (A) the difference between (x) the principal amount of any Note actually purch...ased by such Investor pursuant to the Purchase Agreement, minus (y) such Holder's Pro Rata Note Amount, divided by (B) the Exercise Price. (b) "Exercise Period" shall mean the period commencing with the Issue Date and ending September 6, 2023, unless sooner terminated as provided elsewhere in this Warrant. (c) "Exercise Price" shall mean (i) as to the Initial Shares, $0.3797 per Exercise Share, subject to adjustment pursuant to Section 5 below, and (ii) as to the Additional 1 Shares, either (x) $0.3797 per Exercise Share, subject to adjustment pursuant to Section 5, below if the Specified Preferred is Series B Preferred, or (y) the Conversion Price (as defined in the Note actually purchased by the Holder), if the Specified Preferred is any other series of preferred stock of the Company. (d) "Exercise Shares" shall mean the shares of the Company's Preferred Stock issuable upon exercise of this Warrant, subject to adjustment pursuant to the terms herein, including but not limited to adjustment pursuant to Section 5 below. (e) "Preferred Stock" shall mean the Series B Preferred and/or the Specified Preferred, as applicable. (f) "Specified Preferred" shall mean (i) the series of the Company's preferred stock (if any) issued upon conversion of any Note actually purchased by the Holder, or (ii) the Series B Preferred if the Note is never converted into shares of the Company's preferred stock. View More