Grouped Into 476 Collections of Similar Clauses From Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definitions. 1.1 "Biological Materials" means the tangible biological materials described on Exhibit A, as well as tangible materials that may be produced through use of the original materials, including without limitation, any progeny derived from a cell line, DNA or RNA replicated from isolated DNA or RNA, recombinant proteins produced through use of isolated DNA or RNA, and substances that may be produced and/or purified from a source material included in the original materials (such as, bacterial cell pr...oducts or recombinant proteins isolated from a cell extract or supernatant by non-proprietary affinity purification methods). 1.2. "Field" means pharmaceutical, non-prescription cosmetic, non-prescription nutraceutical, and diagnostic applications. 1.3. "Intellectual Property" means the non-patentable information relating to protocols, handling and storage of the Biological Materials developed by Dr. Singh as of the Effective Date. 1.4. "Licensed Product" means any product that incorporates Biological Materials.View More
Definitions. 1.1 "Biological Materials" means the tangible biological materials described on Exhibit A, as well as tangible materials that may be produced through use of the original materials, including without limitation, any progeny derived from a cell line, DNA or RNA replicated from isolated DNA or RNA, recombinant proteins produced through use of isolated DNA or RNA, and substances that may be produced and/or purified from a source material included in the original materials (such as, bacterial cell pr...oducts or recombinant proteins isolated from a cell extract or supernatant by non-proprietary affinity purification methods). 1.2. "Field" means pharmaceutical, non-prescription cosmetic, non-prescription nutraceutical, and diagnostic applications. 1.3. "Intellectual Property" means the non-patentable information relating to protocols, handling and storage of the Biological Materials developed by Dr. Singh as of the Effective Date. A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. 1.4. "Licensed Product" means any product that incorporates Biological Materials. A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. View More
Definitions. Capitalized terms used in this Reinstatement and Sixth Amendment shall have the meaning given to them in the Agreement unless they are otherwise defined herein.
Definitions. Capitalized terms used in this Reinstatement and Sixth Seventh Amendment shall have the meaning given to them in the Agreement unless they are otherwise defined herein.
Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated unless otherwise specified: 16.1"Cause" shall mean:(a)the willful and continuing failure by Grantee to substantially perform Grantee's duties; or(b)the engaging by Grantee in conduct which is demonstrably and materially injurious to any System Company, monetarily or otherwise; or(c)conviction of, or entrance of a plea of guilty or nolo contendere to, a felony or other crime which has or may have a material adve...rse effect on Grantee's ability to carry out Grantee's duties or upon the reputation of any System Company; or(d)a material violation by Grantee of any agreement Grantee has with a System Company; or(e)unauthorized disclosure by Grantee of the confidences of any System Company.16.2"Employer" shall mean Entergy Services, Inc. or any successor System Company employer of Grantee or any successor to any such System Company employer's business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.View More
Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated unless otherwise specified: 16.1"Cause" 17.1 "Cause" shall mean:(a)the mean: (a) the willful and continuing failure by Grantee to substantially perform Grantee's duties; or(b)the or (b) the engaging by Grantee in conduct which is demonstrably and materially injurious to any System Company, monetarily or otherwise; or(c)conviction or (c) conviction of, or entrance of a plea of guilty or nolo contendere to, a fel...ony or other crime which has or may have a material adverse effect on Grantee's ability to carry out Grantee's duties or upon the reputation of any System Company; or(d)a or (d) a material violation by Grantee of any agreement Grantee has with a System Company; or(e)unauthorized or (e) unauthorized disclosure by Grantee of the confidences of any System Company.16.2"Employer" Company. 17.2 "Employer" shall mean Entergy Services, Inc. or any successor System Company employer of Grantee or any successor to any such System Company employer's business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise. 17.3 "Retirement" shall have the meaning set forth in the Equity Plan; however, solely in the event Grantee is not eligible to participate in a Company-sponsored qualified defined benefit pension plan at the time Grantee separates from service with the System Companies, Retirement shall mean Grantee separates from service with the System Companies after attaining age 55 and with ten (10) or more years of employment with System Companies as interpreted in the sole discretion of the Committee. View More
Definitions. a. "Architectural Paints" shall mean paints that meet or exceed AAMA 2604 or AAMA 2605 standards as specified. b. "Confidentiality Agreement" shall mean that certain Confidentiality Agreement dated the date hereof by and between the parties hereto, substantially in the form attached as Schedule A. c. "Delivery" shall mean the point in time when Products are tendered by Supplier, and accepted by PGT, at its Nokomis Plant or at such other location as is agreed in writing. d. "Price" shall mean the... total transactional cost of materials with or without freight as agreed upon in the FOB and delivery section. e. "Material Certificate" shall mean documentation confirming adherence to material and or performance specifications. f. "Material Safety Data Sheet" shall mean documentation in conformance to OSHA requirements that shall provide detailed information on each hazardous chemical, including its potential hazardous effects, its physical and chemical characteristics, and recommendations for appropriate protective measures. g. "Nokomis Plant" shall mean PGT's place of business located at 1070 Technology Drive, Nokomis, FL 34275. h. "Products" shall mean goods produced by Supplier and purchased by PGT, as contemplated by this Agreement and listed on a Purchase Order. i. "Specifications" shall mean specifications, drawings, requirements, performance and/or functions, relating to the Products and agreed to by the parties in writing as set forth on a Purchase Order and/or as part of the Production Part Approval Process.View More
Definitions. a. "Architectural Paints" shall mean paints that meet or exceed AAMA 2604 or AAMA 2605 standards as specified. b. "Confidentiality "Mutual Non-Disclosure Agreement" shall mean that certain Confidentiality Agreement dated the date hereof by and between the parties hereto, substantially in the form attached as Schedule A. c. "Delivery" shall mean the point in time when Products are tendered by Supplier, and accepted by PGT, at its Nokomis North Venice Plant or at such other location as is agreed i...n writing. d. "Price" shall mean the total transactional cost of materials with or without freight as agreed upon in the FOB and delivery section. e. "Material Certificate" shall mean documentation confirming adherence to material and or performance specifications. f. "Material Safety Data Sheet" shall mean documentation in conformance to OSHA requirements that shall provide detailed information on each hazardous chemical, including its potential hazardous effects, its physical and chemical characteristics, and recommendations for appropriate protective measures. g. "Nokomis "Non-Conforming Products" shall mean Product which to not meet the Specifications h. "North Venice Plant" shall mean PGT's place of business located at 1070 Technology Drive, Nokomis, North Venice, FL 34275. h. i. "Products" shall mean goods produced by Supplier and purchased by PGT, as contemplated by this Agreement and listed on a Purchase Order. i. j. "Specifications" shall mean specifications, drawings, requirements, performance and/or functions, relating to the Products and agreed to by the parties in writing as set forth on a Purchase Order and/or as part of the Production Part Approval Process. View More
Definitions. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement. As used herein, the following terms shall have the following respective meanings: (a) "Exercise Period" shall mean the period commencing , 20 and ending seven (7) years later, unless sooner terminated as provided below. (b) "Exercise Price" shall mean $1.065 per Exercise Share subject to adjustment pursuant to Section 5 below. (c) "Exercise Shares" shall mean shares of the Company's Series ...A Preferred Stock issuable upon exercise of this Warrant.View More
Definitions. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement. As used herein, the following terms shall have the following respective meanings: (a) "Exercise Period" shall mean the period commencing , 20 with the date hereof and ending seven (7) years later, on the Expiration Date, unless sooner terminated as provided below. (b) "Exercise Price" shall mean $1.065 $0.01 per Exercise Share subject to adjustment pursuant to Section Sections 5 and 7 below.... (c) "Exercise Shares" shall mean shares of the Company's Series A B-1 Preferred Stock issuable upon exercise of this Warrant. View More
Definitions. (All citations to Sections of the Code are to such Sections as they may from time to time be amended or renumbered.) (b) "Company" shall mean Aerie Pharmaceuticals, Inc., a Delaware corporation, and any successor corporation thereto. (c) "Date of Option Grant" shall mean , 2015. (e) "Exercise Price" shall mean ($ ) per share as may be adjusted from time to time pursuant to the Plan. (f) "Number of Option Shares" shall mean shares of common stock of the Company as adjusted from time to time pursu...ant to the Plan. (g) "Option Term Date" shall mean the date ten (10) years after the Date of Option Grant. (h) "Optionee" shall mean . (i) "Plan" shall mean the Aerie Pharmaceuticals, Inc. Omnibus Incentive Plan, as may be amended from time to time.View More
Definitions. (All citations to Sections of the Code are to such Sections as they may from time to time be amended or renumbered.) (b) "Company" shall mean Aerie Pharmaceuticals, Inc., a Delaware corporation, and any successor corporation thereto. (c) "Date of Option Grant" shall mean , 2015. 2014. (d) "Disability" shall mean disability within the meaning of Section 22(e)(3) of the Code, as determined by the Board of Directors of the Company (the "Board") in its discretion under procedures established by the ...Board. (e) "Exercise Price" shall mean ($ ) per share as may be adjusted from time to time pursuant to the Plan. (f) "Number of Option Shares" shall mean shares of common stock of the Company as adjusted from time to time pursuant to the Plan. (g) "Option Term Date" shall mean the date ten (10) years after the Date of Option Grant. (h) "Optionee" shall mean . (i) "Plan" shall mean the Aerie Pharmaceuticals, Inc. Omnibus Incentive Plan, as may be amended from time to time. Plan. View More
Definitions. As used in this Warrant, the term: 1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order. 1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation. 1.3 "Corporation" means Plastic2Oil, Inc. a Nevada corporation, or its successor. 1.4 "Expiration Date" means November 19, 2019. 1.5 "Holder" means Heddle Marine Service Inc. o...r any party to whom this Warrant is assigned in accordance with its terms. 1.6 "1933 Act" means the Securities Act of 1933, as amended. 1.7 "Warrant" means this Warrant and any warrants delivered in substitution or exchange for this Warrant in accordance with the provisions of this Warrant. 1.8 "Warrant Price" means $0.12 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof.View More
Definitions. As used in this Warrant, the term: 1.1 "Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated to be closed by law or by executive order. 1.2 "Common Stock" means the Common Stock, par value $.001 per share, of the Corporation. 1.3 "Corporation" means Plastic2Oil, Inc. CalEthos, Inc., a Nevada corporation, or its successor. 1.4 "Expiration Date" means November 19, 2019. the third anniversary of the da...te on which the Common Stock is first traded on a national securities exchange or the Canadian Stock Exchange. 1.5 "Holder" means Heddle Marine Service Inc. Mireya Lange or any party to whom this Warrant is assigned in accordance with its terms. 1.6 "1933 Act" means the Securities Act of 1933, as amended. 1.7 "Warrant" means this Warrant and any warrants delivered in substitution or exchange for this Warrant in accordance with the provisions of this Warrant. 1.8 "Warrant Price" means $0.12 $1.87 per share of Common Stock, as such amount may be adjusted pursuant to Section 4 hereof. View More
Definitions. (a) Exercise Price. The exercise price per Share shall be either (i) the amount per share paid by purchasers of the New Preferred (as defined in the Note) or (ii) prior to the issuance of the New Preferred, the price per share obtained by dividing (A) $42,207,883 by (B) the number of fully diluted shares of the Company as of the date of such exercise (such price, as adjusted from time to time, is herein referred to as the "Exercise Price"). (b) Exercise Period. This Warrant shall be exercisable,... in whole or in part, until the expiration of this Warrant pursuant to Section 12 hereof. (c) Warrant Coverage Amount. The term "Warrant Coverage Amount" shall mean that amount which equals 20% of the principal amount of the Note. (d) The Shares. The term "Shares" shall mean either (i) shares of the New Preferred or (ii) prior to the issuance of the New Preferred, shares of the Company's Series A-1 Preferred Stock, par value $0.001 per share (or, at the election of the Holder, shares of the Company's Series A-1 A Preferred Stock, par value $0.001 per share). (e) Change of Control. The term "Change of Control" shall mean a transaction or series of transactions resulting in the (i) acquisition of greater than 50% of the voting equity interests of the Company by means of stock purchase, share exchange or other form of corporate reorganization, (ii) acquisition, consolidation, merger or like transaction involving the Company in which the shareholders of the Company immediately prior to such transaction own less than 50% of the voting power of the surviving entity, or (iii) sale, lease, license, transfer or other conveyance of all or substantially all of the assets of the Company.View More
Definitions. (a) Exercise Price. The exercise price per Share for the Shares shall be either (i) the an amount per share paid by purchasers of the New shares of Preferred (as defined in the Note) or (ii) prior to the issuance of the New Preferred, the price per share obtained by dividing (A) $42,207,883 by (B) the number of fully diluted shares Stock of the Company as issued in the next equity financing of the date of such exercise Company (the "New Preferred") (such price, as adjusted from time to time, is ...herein referred to as the "Exercise Price"). (b) Exercise Period. This Warrant shall be exercisable, in whole or in part, until the expiration of this Warrant pursuant to Section 12 hereof. (c) Warrant Coverage Amount. The term "Warrant Coverage Amount" shall mean that amount which equals 20% 20.2% of the principal amount of the Note. (d) The Shares. The term "Shares" shall mean either (i) shares of the New Preferred or (ii) prior to the issuance of the New Preferred, shares of the Company's Series A-1 Preferred Stock, par value $0.001 per share (or, or, at the election option of the Holder, shares of a series of the Company's Series A-1 A Preferred Stock, par value $0.001 per share). preferred stock that are equivalent in all respects to the shares of New Preferred, but have only limited voting rights on terms specified by the Holder. (e) Change of Control. The term "Change of Control" shall mean a transaction or series of transactions resulting in the (i) acquisition of greater than 50% of the voting equity interests of the Company by means of stock purchase, share exchange or other form of corporate reorganization, (ii) acquisition, consolidation, merger or like transaction involving the Company in which the shareholders of the Company immediately prior to such transaction own less than 50% of the voting power of the surviving entity, or (iii) sale, lease, license, transfer or other conveyance of all or substantially all of the assets of the Company. AGTC 0309-09 3. Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with the terms hereof, the holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by: (i) the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices; and (ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased. View More
Definitions. Capitalized terms used but not defined in this Agreement (including the Grant Notice) have the meaning set forth in the Plan. For "Cause," shall be defined as: (i) embezzlement, theft or misappropriation by the Participant of any property of any of the Company or its affiliates; (ii) Participant's breach of any fiduciary duty to the Company or its affiliates; (iii) Participant's failure or refusal to comply with laws or regulations applicable to the Company or its affiliates and their businesses... or the policies of the Company and its affiliates governing the conduct of its employees or directors; (iv) Participant's gross incompetence in the performance of Participant's job duties; (v) commission by Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (vi) the failure of Participant to perform duties consistent with a commercially reasonable standard of care; (vii) Participant's failure or refusal to perform Participant's job duties or to perform specific directives of Participant's supervisor or designee, or the senior officers or Board of Directors of the Company; or (viii) any gross negligence or willful misconduct of Participant resulting in loss to the Company or its affiliates, or damage to the reputation of the Company or its affiliates.View More
Definitions. Capitalized terms used but not defined in this Agreement (including the Grant Notice) have the meaning set forth in the Plan. For purposes of this Agreement, "Cause," shall be defined as: (i) embezzlement, theft or misappropriation by the Participant of any property of any of the Company or its affiliates; Affiliates; (ii) the Participant's willful breach of any fiduciary duty to the Company or its affiliates; Affiliates; (iii) the Participant's willful failure or refusal to comply with laws or ...regulations applicable to the Company or its affiliates Affiliates and their businesses or the policies of the Company and its affiliates Affiliates governing the conduct of its employees or directors; (iv) Participant's gross incompetence in the performance of Participant's job duties; (v) commission by the Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (vi) (v) the failure of Participant to perform duties consistent with a commercially reasonable standard of care; (vii) Participant's failure or refusal to perform the Participant's job duties or to perform reasonable specific directives of the Participant's supervisor or designee, or the senior officers or Board of Directors of the Company; or (viii) (vi) any gross negligence or willful misconduct of the Participant resulting in loss to the Company or its affiliates, Affiliates, or damage to the reputation of the Company or its affiliates. Affiliates. View More
Definitions. As used here, each of the following capitalized terms shall have the following meanings ascribed to it: 1.1. An "Event of Default" shall occur when a party breaches any material term or condition of this Agreement and such party fails to cure such breach within ten (10) days after receiving written notice of such breach from the other party. A breach of a material term shall mean (a) a failure to perform any of the Services in the manner set forth herein or (b) a failure to pay any undisputed am...ount under this Agreement. 1.2. "Services" shall mean the services and arrangements described on Exhibit A attached hereto.View More
Definitions. As used here, each of the following capitalized terms shall have the following meanings ascribed to it: 1.1. "Contribution Agreement" shall mean the Asset Contribution Agreement, dated as of December 22, 2011, by and between Akebia and Aerpio, as it may be amended, restated supplemented or otherwise modified from time to time. 1.2. An "Event of Default" shall occur when a party breaches any material term or condition of this Agreement and such party fails to cure such breach within ten (10) days... after receiving written notice of such breach from the other party. A breach of a material term shall mean (a) a failure to perform any of the Services in the manner set forth herein or (b) a failure to pay any undisputed amount under this Agreement. 1.2. 1.3. "Services" shall mean the services and arrangements described on Exhibit A attached hereto. View More
