Definitions Contract Clauses (26,161)

Definitions. The defined terms in the introductory paragraphs, the defined terms set forth below, and the defined terms in the remainder of this Agreement each has the meaning so given to it whenever used throughout this Agreement; provided, however, that each capitalized term used herein but not defined herein has the meaning given to it in the Purchase and Sale Agreements. Nominating and Voting Agreement4 1.1. "Affiliate" of a specified Person means any other Person that (at the time when the determination... is made) directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person. As used in the foregoing sentence, the term "control" (including, with correlative meaning, the terms "controlling," "controlled by" and "under common control with") means, with respect to a specified Person, the power to direct the management and/or the policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Additionally, any shareholder, member or owner of a Seller Party to whom Common Stock may be distributed by such Seller Party, for so long as such Person is a shareholder, member or owner of such Seller Party, will be deemed an Affiliate of such Seller Party for the purposes hereof. 1.2. "Board" means the Board of Directors of the Company. 1.3. "Board Appointee" means, as applicable, (a) a person designed for nomination to the Board by a Nominating Seller Party pursuant to its Board Appointment Right or (b) a person designed for nomination to the Board by the Non-Seller Appointed Directors. 1.4. "Board Appointment Notice" means notice of a proposed Election Meeting or Consent to appoint members of the Board. 1.5. "Board Appointment Right" means the right of a Nominating Seller Party to designate a nominee for election or appointment to the Board as set forth in this Agreement. 1.6. "Company Nominated Person" means a person designed by the Non-Seller Appointed Directors for nomination to the Board. 1.7. "Nominating Seller Party" means a Seller Party that, together with its Affiliates, holds at least five percent (5%) of the Company's outstanding Common Stock at the time when the determination is made. 1.8. "Non-Nominating Seller Party" means a Seller Party which, together with its Affiliates, fails to hold at least five percent (5%) of the Company's outstanding Common Stock as of any date following the Effective Date. 1.9. "Non-Seller Appointed Directors" means the members of the Board who were not nominated by the Sellers as set forth herein. 1.10. "Organizational Documents" means Company's certificate of incorporation and bylaws as then in effect. 1.11. "Person" means any natural person, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, proprietorship, business or statutory trust, trust, union, association, instrumentality, governmental authority or other entity, enterprise, authority, unincorporated organization or business organization. Nominating and Voting Agreement4 2. Effective Date; Initial Board Composition. 2.1. This Agreement shall become effective on the Closing Date (the "Effective Date"). 2.2. As of the Effective Date, the Company shall have taken any and all necessary action to (a) increase the number of directors on the Board from five (5) to seven (7), (b) cause the resignation or removal of a member from the Board and (c) cause to be appointed to the Board one (1) Board Appointee by each Nominating Seller Party, with the result that, as of the Effective Date, the Board shall be comprised of: (i) one (1) Board Appointee designated by each Nominating Seller Party and (ii) the following Non-Seller Appointed Directors: D. Stephen Slack, James W. Denny III, Randall D. Keys and Ryan Smith. View More

Definitions. Certain capitalized terms used in this Agreement shall have the meanings given to those terms in Exhibit A attached hereto and thereby incorporated herein.

Definitions. The term "Obligations" and all other capitalized terms used herein without definition shall have the respective meanings provided therefor in the Security Agreement. Terms used herein and not defined in the Security Agreement or otherwise defined herein that are defined in the Uniform Commercial Code of the State of New York (the "NY UCC") have such defined meanings herein (with terms used in Article 9 controlling over terms used in another Article), unless the context otherwise indicated or req...uires, and the following terms shall have the following meanings: Cash Collateral. See §4. Event of Default. Means the occurrence of any of the following: (a) an Event of Default as defined in the SPA, (b) an Event of Default as defined in the Note, (c) an Event of Default as defined in the Security Agreement, or (d) any other default under any other Transaction Document. -3- Securities. Includes the shares of stock, membership interests and other equity interests described in Annex A attached hereto and any additional shares of stock, membership interests or other equity interests at the time pledged with the Lender hereunder and the interests described in clauses (b)(i) through (v) of §1.1 of this Agreement. Securities Act. See §7.3. Securities Collateral. The property at any time pledged to the Secured Party hereunder (whether described herein or not) and all income therefrom, increases therein and proceeds thereof, including without limitation that included in Cash Collateral. The term does not include any income, increases or proceeds received by the Company to the extent expressly permitted by §6. Transaction Documents. The SPA, the Note, the Security Agreement, and the other "Transaction Documents" as defined in the SPA. View More

Definitions. a. Change of Control. The term "Change of Control" shall mean (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions with the Company (including, without limitation, any stock purchase, reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (ii) a sale of all or substantially all of the assets of the Company, unless the Company's stockholders of... record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (solely by virtue of securities issued as consideration for the Company's acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity. b. Exercise Price. The exercise price for the Shares shall be $22.51 per Share, as adjusted for any stock splits, dividends, combinations and the like as provided in Section 7 below (such price, as adjusted from time to time, is herein referred to as the "Exercise Price"). View More

Definitions. Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below for purposes of this Agreement: (a) "Director" shall mean the Grantee's service as a member of the Company's Board of Directors, which shall include membership on the Board of the Company. (b) "Disabili...ty" shall mean the Grantee being unable to perform the Grantee's duties or fulfill the Grantee's obligations as a member of the Board of Directors of the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than three months as determined by the Company and certified in writing by a competent medical physician selected by the Company. (c) "Forfeiture Restrictions" shall have the meaning specified in Section 3(a) hereof. (d) "Involuntary Termination" shall mean a termination of the Grantee's service as a Director that occurs either by (i) the Company's failure to re-nominate the Grantee as a Director for any new term or (ii) by a failure to secure shareholder approval of the Grantee's service as a Director for any new term. View More

Definitions. Amendment Section 6 (Term and Repayment) of the Loan Agreement 3 3. Continuity 4 4. Term of this Amendment Agreement 4 5. Miscellaneous 4 6. Applicable law and jurisdiction 4 2 Amendment to the Loan Agreement dated as of October 15, 2021 Preamble A.On October 15, 2021, the Parties entered into a Loan Agreement regarding certain loans in the total amount of USD 15,000,000 (the "Loan Agreement"). B.The Loans (as defined in the Loan Agreement) granted under the Loan Agreement were granted for a fix...ed period of time until the Maturity Date (as defined in the Loan Agreement). C.The Parties intend to amend the Maturity Date to the earlier of (i) the Transaction Closing (as defined in the Loan Agreement) and (ii) March 31, 2022, under the terms and conditions set out in this agreement (the "Amendment Agreement"). Now, therefore, the Parties agree as follows: 1.Definitions Capitalized terms used in this Amendment Agreement shall have the respective meanings as set forth in the Loan Agreement. TERM AND REPAYMENT The Loans granted hereunder are granted for a fixed period of time until the earlier of (i) as soon as practicable after the Transaction Closing, but no later than two (2) business days, and (ii) March 31, 2022 (the "Maturity Date"). The Loans may be repaid in whole or in part by the Borrower at any time on or prior to the Maturity Date. 3 Amendment to the Loan Agreement dated as of October 15, 2021 3.Continuity The existing provisions of the Loan Agreement shall, except as amended in this Amendment Agreement, continue in full force and effect, and shall be read and construed as one document together with this Amendment Agreement. View More

Definitions. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement (as in effect immediately after giving effect to the transactions contemplated hereby). The rules of interpretation set forth in Section 1.3(a) of the Credit Agreement are applicable to this Agreement. As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" has the meaning set forth in the preamble. "Agreement..." has the meaning set forth in the preamble. "Amendment Fee" has the meaning set forth in Section 4 hereto. "Amendment Fee Effective Date Portion" has the meaning set forth in Section 4 hereto. "Amendment Fee Letter" means that certain letter agreement dated as of March 9, 2022, executed by Regions Bank and acknowledged and agreed to by the Borrowers. "Borrower" and "Borrowers" have the meanings set forth in the preamble. "Consenting Lender" and "Consenting Lenders" have the meanings set forth in Section 4. "Credit Agreement" has the meaning set forth in the Recitals. "Effective Date" has the meaning set forth in Section 5 hereto. "Guarantor" and "Guarantors" have the meanings set forth in the preamble. "Lender Party" has the meaning set forth in Section 7 hereto. "Parent" has the meaning set forth in the preamble. View More

Definitions. As used herein, a "Tenant Delay Day" shall mean each day of delay in the performance of the Expansion Work that occurs: (a) because of Tenant's failure to timely deliver or approve any required documentation such as the Working Drawings, (b) because Tenant fails to timely furnish any material information or deliver or approve any required documents such as the Working Drawings (whether preliminary, interim revisions or final), pricing estimates, construction bids, and the like, (c) because of an...y change to the Working Drawings, (d) because Tenant fails to attend any meeting with Landlord, the Architect, any design professional, or any contractor, or their respective employees or representatives, as may be required or scheduled hereunder or otherwise necessary in connection with the preparation or completion of any construction documents, such as the Working Drawings, or in connection with the performance of the Expansion Work, (e) because of any specification by Tenant of materials or installations in addition to or other than Landlord's standard finish-out materials, or (f) because Tenant, its agents, employees, or contractors otherwise delay completion of the Expansion Work. As used herein "Substantial Completion," "Substantially Completed," and any derivations thereof mean the Expansion Work in the Second Expansion Premises is substantially completed (as reasonably determined by Landlord) in substantial accordance with the Working Drawings. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments remain to be completed by Landlord. View More

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Obligations (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: "Affiliate" means any Warrant Holder that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Warrant Holder, as such terms are used in and construed un...der Rule 405 under the Securities Act. "Board of Directors" means the board of directors of the Company. "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Liens" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. "Warrant Holder" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. "Securities" has the meaning set forth in the Preamble of this Agreement. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. View More

Definitions. 1.1 "Affiliate" shall mean any person and/or entity that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the person or entity specified. 1.2 "Licensed IP and Know-How" shall mean all patented or unpatented inventions, discoveries, technical data, trade secrets, methods, processes, formulas, apparatus and techniques that are owned or controlled by Licensor and are necessary or useful for the marketing, sale, distribution an...d support of Licensed Products in Licensed Field. See Exhibit A 1.3 "Licensed Field" shall mean application of the Licensed Technology in the fields of substance use disorder, weight loss and other indications identified including but not limited to pain management, obsessive compulsive disorders, and other addictive behaviors. 1 1.4 "Licensed Products" shall mean those products which incorporate or utilize Licensed Technology and those products whose manufacture, use or sale would, in the absence of the license granted by this Agreement, infringe or misappropriate any intellectual property rights embodied in Licensed Technology. 1.5 "Licensed Technology" shall mean the Licensed Intellectual Property and the Licensed Know-How. 1.6 "Net Sales" shall mean, as applicable, the gross sales price for Licensed Products invoiced by and paid to Licensee or its Sublicensee(s) from any third parties for sales or other transfers or dispositions for consideration of Licensed Products, less Licensee's or Sublicensee(s)': (i) documented discounts (including customary trade, quantity, or other promotional incentives), retroactive price reductions, charge-back payments and rebates granted; (ii) credits for returns, such as unrecoverable damaged goods or rejections and including Licensed Products returned in connection with recalls or withdrawals; (iii) costs (inclusive of third parties professional service charges) to apply and register Licensed Products with government authorities as required by relevant laws and regulations; (iv) transportation charges including insurance; and (v) any value added taxes or governmental charges, including custom duties, levied on the sale of Licensed Products. 1.7 SG&A shall mean selling, general and administrative expenses: the costs of running a business. Includes rent and utility costs, marketing expenditures, computer equipment, managing the Company and employee benefits. 1.8 "Territory" shall mean worldwide. View More