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. For purposes of interpreting this Agreement, the following terms have the following meanings: 1.1 "Affiliate" means an entity that controls the Licensee or the sublicensee, as the case may be, is controlled by the Licensee or sublicensee, or along with the Licensee or sublicensee, is under the common control of a Third Party. An entity shall be deemed to have control of the controlled entity if it (i) owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting securities ...of the controlled entity, or (ii) has the right, power or authority, directly or indirectly, to direct or cause the direction of the policy decisions of the controlled entity, whether by ownership of securities, by representation on the controlled entity's governing body, by contract, or otherwise. 1.2 "Change of Control" means (A) acquisition of ownership -- either directly or indirectly. by any person or group -- of the capital stock of Licensee representing more than 50% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding capital stock of the Licensee; and/or (B) the sale of all or substantially all the Licensee's assets and/or business in one transaction or in a series of related transactions. 1.3 "Exclusive" means that, subject to Sections 3.2 and 3.3, University will not grant further licenses under the Licensed Patent or Licensed Patent Applications in the Field of Use in the Territory. 1.3 "Field of Use" means the field(s) of use described in section 2 of the EPLA. 1.4 "Licensed Patent" means the (i) the patent(s) described in section 5.1 and (ii) the patent applications described in Section 5.2 of the EPLA, along with any issued and unexpired patent(s) issued during the Term that arose out of and claim priority to such patent applications, such as for example, continuations, divisionals, continuation-in-part, or foreign applications. "Licensed Patent" also means any reissues or reexaminations of a Licensed Patent that contain one or more valid claims directed to Licensed Technology. Any claim of an unexpired Licensed Patent is presumed to be valid unless it has been held to be invalid by a final judgment of a court of competent jurisdictions from which no appeal can be or is taken. A-1 1.6 "Licensed Product(s)" means any product or part of a product in the Field of Use: (i) the making, using, importing or selling of which, absent this license, infringes, induces infringement, or contributes to infringement of a Licensed Patent; or (ii) which is made with, uses, was derived from, identified or validated by, incorporates, or was developed in whole or in part using any Technical Information. 1.7 "Licensee" means the entity identified in section 1 of the EPLA. 1.9 "Net Sales" means all gross derived by Licensee, its Affiliates, or sublicensees, their distributors or designees from the sale, transfer or other disposition of Licensed Product to an end user. Net Sales excludes the following items: (i) all trade, quantity, and cash discounts actually allowed, (ii) all credits and allowances actually granted due to rejections, returns, billing errors, and retroactive price reductions, (iii) applicable duties, and (iv) applicable excise, sale and use taxes. 1.10 "Nonroyalty Sublicensing Consideration" means any consideration received by Licensee from a sublicensee other than (i) royalties on product sales (royalties on product sales by sublicensees will be treated as if Licensee made the sale of such product). 1.10 "Patent-Related Expenses" means costs and expenses (including out-of-pocket attorneys' fees, patent agent fees and governmental filing fees) that the University incurs in prosecuting and maintaining the Licensed Licensed Patents. 1.11 "Performance Milestone" means an act or event specified in section 5.1 and described in section 9 of the EPLA. 1.16 "Territory" means the geographical area described in section 3 of the EPLA. 1.17 "Third Party" means any party other than the University or Licensee. 1.18 "University Indemnitees" means University, its respective regents, officers, employees, students, agents, faculty, representatives, and volunteers.View More
Definitions. For purposes of interpreting this Agreement, the following terms have the following meanings: 1.1 "Affiliate" means an entity that controls the Licensee or the sublicensee, as the case may be, is controlled by the Licensee or sublicensee, or along with the Licensee or sublicensee, is under the common control of a Third Party. An entity shall be deemed to have control of the controlled entity if it (i) owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting securities ...of the controlled entity, or (ii) has the right, power or authority, directly or indirectly, to direct or cause the direction of the policy decisions of the controlled entity, whether by ownership of securities, by representation on the controlled entity's governing body, by contract, or otherwise. 1.2 "Change of Control" means (A) acquisition of ownership -- either directly or indirectly. by any person or group -- of the capital stock of Licensee representing more than 50% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding capital stock of the Licensee; and/or (B) the sale of all or substantially all the Licensee's assets and/or business in one transaction or in a series of related transactions. 1.3 "Exclusive" means that, subject to Sections 3.2 and 3.3, University will not grant further licenses under the Licensed Patent or Licensed Patent Applications in the Field of Use in the Territory. 1.3 "Field of Use" means the field(s) of use described in section 2 of the EPLA. 1.4 "Licensed Patent" means the (i) the patent(s) described in section 5.1 and (ii) the patent applications described in Section 5.2 of the EPLA, along with any issued and unexpired patent(s) issued during the Term that arose out of and claim priority to such patent applications, such as for example, continuations, divisionals, continuation-in-part, or foreign applications. "Licensed Patent" also means any reissues or reexaminations of a Licensed Patent that contain one or more valid claims directed to Licensed Technology. Any claim of an unexpired Licensed Patent is presumed to be valid unless it has been held to be invalid by a final judgment of a court of competent jurisdictions from which no appeal can be or is taken. A-1 A - 1 1.6 "Licensed Product(s)" means any product or part of a product in the Field of Use: (i) the making, using, importing or selling of which, absent this license, infringes, induces infringement, or contributes to infringement of a Licensed Patent; or (ii) which is made with, uses, was derived from, identified or validated by, incorporates, or was developed in whole or in part using any Technical Information. 1.7 "Licensee" means the entity identified in section 1 of the EPLA. 1.9 "Net Sales" means all gross derived by Licensee, its Affiliates, or sublicensees, their distributors or designees from the sale, transfer or other disposition of Licensed Product to an end user. Net Sales excludes the following items: (i) all trade, quantity, and cash discounts actually allowed, (ii) all credits and allowances actually granted due to rejections, returns, billing errors, and retroactive price reductions, (iii) applicable duties, and (iv) applicable excise, sale and use taxes. 1.10 "Nonroyalty Sublicensing Consideration" means any consideration received by Licensee from a sublicensee other than (i) royalties on product sales (royalties on product sales by sublicensees will be treated as if Licensee made the sale of such product). 1.10 "Patent-Related Expenses" means costs and expenses (including out-of-pocket attorneys' fees, patent agent fees and governmental filing fees) that the University incurs in prosecuting and maintaining the Licensed Licensed Patents. 1.11 "Performance Milestone" means an act or event specified in section 5.1 and described in section 9 of the EPLA. 1.16 "Territory" means the geographical area described in section 3 of the EPLA. 1.17 "Third Party" means any party other than the University or Licensee. 1.18 "University Indemnitees" means University, its respective regents, officers, employees, students, agents, faculty, representatives, and volunteers. View More
Definitions. For the purpose of this Agreement, the following definitions shall apply: "Affiliate" shall mean any corporation, partnership, trust or other entity of which the Company and/or any of its Affiliates directly or indirectly owns a majority of the outstanding shares of any class of equity security thereof and any corporation, partnership, trust or other entity which directly or indirectly owns a majority of the outstanding shares of any class of any equity security of the Company or any of its Affi...liates. "Cause" shall mean: (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (other than traffic-related offenses), (ii) the willful misconduct or gross negligence of the Executive with regard to the Company that the Board determines in good faith is, or is reasonably likely to be, materially injurious to the Company and its reputation, (iii) any incurable material breach by the Executive of the Restrictive Covenant Agreement, (iv) the Executive's material violation of the Company's published policies prohibiting unlawful harassment and discrimination or its published policy concerning drugs and alcohol, as in effect from time to time and/or (v) the Executive's refusal to participate in, and fully cooperate during, the exit interview referred to above in Section 6(c). "Disability" shall mean any long-term disability or incapacity due to physical or mental illness that renders the Executive unable to substantially perform his duties for 90 consecutive days or 120 total days during any twelve (12) month period, provided that it may occur in a shorter period if, after its commencement, it is determined to be total and permanent by a physician selected by the Company and its insurers and such determination is acceptable to the Executive or to the Executive's legal representative (with such agreement on acceptability not to be unreasonably withheld). "Good Reason" shall mean any action on the part of the Company not consented to by the Executive in writing having the following effect or effects: (i) a material diminution in the Executive's primary Responsibilities; (ii) a material reduction in the Executive's Base Salary then in effect, other than a reduction comparable to reductions generally applicable to similarly situated employees of the Company; (iii) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the overall benefits package is materially reduced; or (iv) the Company's requiring the Executive's ongoing and regular services to be performed at a location more than fifty (50) miles from the geographic location at which the Executive was providing services before such requirement. The Executive must (i) give notice to the Company of his intention to resign for Good Reason within 90 days after the occurrence of the event (or series of events) that he asserts entitles him to resign for Good Reason, (ii) state in that notice the event that he considers to provide him with Good Reason to resign, (iii) provide the Company with at least 30 days after his notice to cure the event, and (iv) if the event is not cured, resign for Good Reason within 30 days after the end of the 30-day cure period.View More
Definitions. For the purpose of this Agreement, the following definitions shall apply: apply. "Affiliate" shall mean any corporation, partnership, trust or other entity of which the Company and/or any of its Affiliates directly or indirectly owns a majority of the outstanding shares of any class of equity security thereof and any corporation, partnership, trust or other entity which directly or indirectly owns a majority of the outstanding shares of any class of any equity security of the Company or any of i...ts Affiliates. "Cause" shall mean: (i) the Executive's conviction of, or plea of guilty or nolo contendere to, any felony (other than traffic-related traffic related offenses), (ii) the willful misconduct or gross negligence of the Executive with regard to the Company that the Board determines in good faith is, is. or is reasonably likely to be, materially injurious to the Company and its reputation, (iii) any incurable material breach by the Executive of the Restrictive Covenant Agreement, Confidentiality Agreement that the Board determines in good faith is, or is reasonably likely to be, materially injurious to the Company, (iv) the Executive's material violation of the Company's published policies prohibiting unlawful harassment and discrimination or its published policy concerning drugs and alcohol, as in effect from time to time and/or (v) the Executive's refusal to participate in, in. and fully cooperate during, the exit interview referred to above in Section 6(c). 7. "Disability" shall mean any long-term disability or incapacity due to physical or mental illness that renders the Executive unable to substantially perform his duties for 90 consecutive days or 120 total days during any twelve (12) month period, provided that it may occur in a shorter period if, after its commencement, it is determined to be total and permanent by a physician selected by the Company and its insurers and such determination is acceptable to the Executive or to the Executive's legal representative (with such agreement on acceptability not to be unreasonably withheld). "Good Reason" shall mean any action on the part of the Company not consented to by the Executive in writing (which action shall not have been cured within twenty (20) days following written notice from the Executive to the Board specifying that such action will give rise to a termination of employment hereunder for Good Reason) having the following effect or effects: (i) a material diminution in the Executive's primary Primary Responsibilities; (ii) a material reduction in the Executive's Base Salary then in effect, other than a reduction comparable to reductions generally applicable to all similarly situated employees of the Company; Company (it being understood that all officers of the Company shall be considered to be "similarly situated" for these purposes); (iii) a material significant reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the overall benefits package is materially significantly reduced; or (iv) the Company's requiring the Executive's ongoing and regular services to be performed at a location more than fifty (50) miles from the geographic Company's then current location at which in the Executive was providing services before such requirement. The Executive must (i) give notice greater Boston, Massachusetts area (it being understood that the Executive's position is expected to entail some significant travel outside the Company of his intention area from time to resign for Good Reason within 90 days after the occurrence of the event (or series of events) that he asserts entitles him to resign for Good Reason, (ii) state in that notice the event that he considers to provide him with Good Reason to resign, (iii) provide the Company with at least 30 days after his notice to cure the event, and (iv) if the event is not cured, resign for Good Reason within 30 days after the end of the 30-day cure period. time). View More
Definitions. (a) "Customer" means any client, customer or account, including, but not limited to any person, firm, corporation, association or other business entity of any kind to which the Company has provided or is providing products or services. (b) "Company's Business" means the research, development, and/or commercialization of products and services based on gene-editing technologies in the field of agriculture, food and plant sciences, which is to be construed to include all research, development, and/...or commercialization of products and services as may hereinafter evolve within the gene editing field or is in planning or developmental stages at the Company. (c) "Permanent Disability" means that, because of accident, disability, or physical or mental illness, you are incapable of performing your duties to the Company or any subsidiary, as determined by the Board. Notwithstanding the foregoing, you will be deemed to have become incapable of performing your duties to the Company or any subsidiary, if you are incapable of so doing for (i) a continuous period of 90 days and remain so incapable at the end of such 90 day period or (ii) periods amounting in the aggregate to 180 days within any one period of 365 days and remain so incapable at the end of such aggregate period of 180 days. (d) "Prospective Customer" means any prospective client, customer or account, including, without limitation, any person, firm, corporation, association or other business entity of any kind with which the Company had any negotiations or substantial discussions regarding the possibility of providing products or services within the one (1) year period preceding your Termination Date (e) "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance issued thereunder. (f) "Termination Date" means the effective date of your termination of employment with the Company. (g) "Termination For Cause" means the termination by the Company of your employment with the Company or any subsidiary as a result of (i) your conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (ii) your engagement in an act of fraud, dishonesty, or unauthorized disclosure of Confidential Information (as defined in this Letter); (iii) your willful failure or refusal to comply with any valid and legal directive of the Board of Directors; (iv) your gross negligence or willful misconduct with respect to the Company or any subsidiary or affiliate of the Company; (v) your failure or refusal to substantially perform your duties and responsibilities as CEO, (other than such failure resulting from incapacity due to physical or mental illness) which is not cured within five (5) days after written notice thereof to you; (vi) your material failure to comply with the Company's written policies or rules, as they may be in effect from time to time during your employment, which is not cured within five (5) days after written notice thereof to you; or (vii) your material breach of this Letter or any other agreement with the Company, which is not cured within thirty (30) days after written notice thereof to you. (h) "Termination Without Cause" means the termination by the Company of your employment with the Company for any reason other than a termination for Permanent Disability, death, or a Termination for Cause.View More
Definitions. (a) "Customer" means any client, customer or account, including, but not limited to any person, firm, corporation, association or other business entity of any kind to which the Company has provided or is providing products or services. (b) "Company's Business" means the research, development, and/or commercialization of products and services based on gene-editing technologies in the field of agriculture, food and plant sciences, which is to be construed to include all research, development, and/...or commercialization of products and services as may hereinafter evolve within the gene editing field or is in planning or developmental stages at the Company. (c) "Permanent Disability" means that, because of accident, disability, or physical or mental illness, you are deemed permanently incapable of performing your duties to the Company or any subsidiary, as determined by in accordance with the Board. Notwithstanding the foregoing, you will be deemed to have become incapable of performing your duties to the Company or any subsidiary, if you are incapable of so doing for (i) a continuous period of 90 days and remain so incapable at the end of such 90 day period or (ii) periods amounting in the aggregate to 180 days within any one period of 365 days and remain so incapable at the end of such aggregate period of 180 days. (d) Company's then current disability insurance policy. "Prospective Customer" means any prospective client, customer or account, including, without limitation, any person, firm, corporation, association or other business entity of any kind with which the Company had any negotiations or substantial discussions regarding the possibility of providing products or services within the one (1) year period preceding your Termination Date (e) Date. "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and any guidance issued thereunder. (f) "Termination Date" means the effective date of your termination of employment with the Company. (g) "Termination For Cause" means the termination by the Company of your employment with the Company or any subsidiary as a result of (i) your conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (ii) your engagement in an act of fraud, dishonesty, or unauthorized disclosure of Confidential Information (as defined in this Letter); (iii) your willful failure or refusal to comply with any valid and legal directive of the Board of Directors; Directors or the CEO; (iv) your gross negligence or willful misconduct with respect to the Company or any subsidiary or affiliate of the Company; (v) your failure or refusal to substantially perform your duties and responsibilities as CEO, Vice President, Business Development, (other than such failure resulting from incapacity due to physical or mental illness) illness or temporary or permanent disability) which is not cured within five (5) days after written notice thereof to you; (vi) your material failure to comply with the Company's written policies or rules, as they may be in effect from time to time during your employment, which is not cured within five (5) days after written notice thereof to you; (vii) your willful misconduct which has, or (vii) can reasonably expected to have, a direct and material adverse monetary effect on the Company or (viii) your material breach of this Letter or any other agreement with the Company, which is not cured within thirty (30) days after written notice thereof to you. (h) "Termination Without Cause" means the termination by the Company of your employment with the Company for any reason other than a termination for Permanent Disability, death, or a Termination for Cause. View More
Definitions. For purposes herein, "Change in Control" shall have the meaning ascribed to such term in the Company's 2014 Equity Incentive Plan, as amended. Notwithstanding the foregoing, a Change in Control will not be deemed to occur hereunder unless such transaction qualifies as a change of control event under 26 C.F.R. 1.409A-3(i)(5)(v) or (vii). Exhibit 10.2.1 6. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, and supersedes all... other agreements between the parties regarding this subject matter.View More
Definitions. For purposes herein, "Change in Control" shall have the meaning ascribed to such term in the Company's 2014 Equity Incentive Plan, as amended. Notwithstanding the foregoing, a Change in Control will not be deemed to occur hereunder unless such transaction qualifies as a change of control event under 26 C.F.R. 1.409A-3(i)(5)(v) or (vii). Exhibit 10.2.1 6. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, and supersedes all... other agreements between the parties regarding this subject matter.View More
Definitions. Unless otherwise defined herein, terms defined in the Purchase Agreement and the Exchange Agreement and used herein shall have the meanings given to them in the Purchase Agreement and the Exchange Agreement. The words "hereof," "herein," "hereto" and "hereunder" and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and Section and Schedule references are to this Guarantee unless otherwise specified.... The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The following terms shall have the following meanings: "Guarantee" means this Subsidiary Guarantee, as the same may be amended, supplemented or otherwise modified from time to time. 1 "Obligations" means, in addition to all other costs and expenses of collection incurred by Purchasers in enforcing any of such Obligations and/or this Guarantee, all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of the Company or any Guarantor to the Purchasers, including, without limitation, all obligations under this Guarantee, the Debentures and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of the Purchasers as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term "Obligations" shall include, without limitation: (i) principal of, and interest on the Debentures and the loans extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Company or any Guarantor from time to time under or in connection with this Guarantee, the Debentures and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any Guarantor. Notwithstanding anything herein to the contrary, any liability or obligations relating to a transaction that is not related, directly or indirectly to the Transaction Documents or any future loan facility shall not be deemed an Obligation hereunder.View More
Definitions. Unless otherwise defined herein, terms defined in the Purchase Agreement and the Exchange Agreement and used herein shall have the meanings given to them in the Purchase Agreement and the Exchange Agreement. The words "hereof," "herein," "hereto" and "hereunder" and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and Section and Schedule references are to this Guarantee unless otherwise specified.... The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The following terms shall have the following meanings: "Guarantee" means this Subsidiary Guarantee, as the same may be amended, supplemented or otherwise modified from time to time. 1 "Obligations" means, in addition to the Notes, the Restated Notes, as well as all other costs and expenses of collection incurred by Purchasers Lenders in enforcing any of such Obligations and/or this Guarantee, all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of the Company or Obligor to any Guarantor to of the Purchasers, Lenders, including, without limitation, all obligations under the Notes, , the Loan Agreement, this Guarantee, the Debentures Guarantee and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of the Purchasers Lenders as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term "Obligations" shall include, without limitation: (i) principal of, and interest on the Debentures Notes, the Restated Notes and the loans extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Company or any Guarantor Obligor from time to time under or in connection with the Notes, the Restated Notes, the Loan Agreement, this Guarantee, the Debentures Guarantee and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company any Obligor. 1 "Obligor" means eVance, or its successors, indorsees, transferees and permitted assigns or any Guarantor. Notwithstanding anything herein to the contrary, any liability or obligations relating to a transaction Person that is not related, directly or indirectly becomes obligated to any Lender or all of the Transaction Documents Lenders under the Notes, the Restated Notes and/or the Loan Agreement by assignment, assumption, transfer or otherwise. "Transaction Document" means each of or all of the Notes, the Restated Notes, the Loan Agreement, this Guarantee or any future loan facility shall not be deemed an Obligation hereunder. other instruments, agreements, or documents executed and delivered in connection therewith. View More
Definitions. Each capitalized term shall have the meaning specified herein and the following terms shall have the indicated meanings: a. "Authorized Person" shall mean, each individually, Patrick Cunningham, as Chief Executive Officer; or Jeffrey S. Coons, as President or James Mikolaichik, as Chief Financial Officer (include name(s) and title(s), as appropriate), or any other officer, employee or representative of Borrower who is authorized or designated as a signer of loan documents under the provisions of... Borrower's most recent resolutions or similar documents on file with the Bank. Notwithstanding that individual names of Authorized Persons may have been provided to the Bank, the Bank shall be permitted at any time to rely solely on an individual's title to ascertain whether that individual is an Authorized Person. b. "Base Rate" shall mean a rate per annum equal to two (2) percentage point(s) above the rate of interest announced by the Bank from time to time as its prime rate of interest ("Prime Rate"). If the prior blank is not completed, the Base Rate shall be two (2) percentage points above the Prime Rate. c. "Base Rate Loan" shall mean a Loan that accrues interest at the Base Rate. d. "Draw Date" shall mean, in relation to each Loan, the date that such Loan is made or deemed to be made to Borrower pursuant to this Note. e. "LIBOR" shall mean the rate per annum (rounded upward, if necessary, to the nearest 1/16th of 1%) obtained by dividing (i) the applicable London Interbank Offered Rate (see LIBOR Rate definition below), as fixed by the British Bankers Association for United States dollar deposits in the London interbank market at approximately 11:00 a.m. London, England time (or as soon thereafter as practicable) on the appropriate day in accordance with the terms of this Note, as determined by the Bank from any broker, quoting service or commonly available source utilized by the Bank, by (ii) a percentage equal to 100% minus the stated maximum rate of all reserves required to be maintained against "Eurocurrency Liabilities" as specified in Regulation D (or against any other category of liabilities, which includes deposits by reference to which the interest rate on LIBOR Rate Loan(s) is determined, or any category of extensions of credit or other assets which includes loans by a non-United States' office of a bank to United States' residents) on such date to any member bank of the Federal Reserve System. Notwithstanding any provision above, the practice of rounding to determine LIBOR may be discontinued at any time in the Bank's sole discretion. f. "LIBOR Rate" shall mean the rate per annum equal to: • 1.50 percentage point(s) above the greater of (a) one-month LIBOR, adjusting daily, or (b) one-day (i.e., overnight) LIBOR g. "LIBOR Rate Loan" shall mean any Loan that accrues Interest at a LIBOR Rate, as determined by the Bank. h. "Loan" shall mean any advance of funds made to Borrower by the Bank pursuant to this Note. i. "London Business Day" shall mean any day on which dealings in United States dollar deposits are carried on by banking institutions in the London interbank market. j. "Maximum Principal Amount" shall mean Ten Million and 00/100 Dollars ($10,000,000.00). k. "New York Business Day" shall mean any day other than Saturday, Sunday or other day on which commercial banking institutions in New York, New York are authorized or required by law or other governmental action to remain closed for business. l. "Outstanding Principal Amount" shall mean, at any point in time, the aggregate outstanding principal amount of all loans made pursuant to this Note.View More
Definitions. Each capitalized term shall have the meaning specified herein and the following terms shall have the indicated meanings: a. "Authorized Person" shall mean, each individually, Patrick Cunningham, Edward J. Gaio, as Chief Executive Officer; or Jeffrey S. Coons, Vice President and CFO and Doug Malone, as President or James Mikolaichik, as Chief Financial Officer (include name(s) and title(s), as appropriate), Corporate Controller, or any other officer, employee or representative of Borrower who is ...authorized or designated as a signer of loan documents under the provisions of Borrower's most recent resolutions or similar documents on file with the Bank. Notwithstanding that individual names of Authorized Persons may have been provided to the Bank, the Bank shall be permitted at any time to rely solely on an individual's title to ascertain whether that individual is an Authorized Person. b. "Base Rate" shall mean a rate per annum equal to two (2) 1.0 percentage point(s) above the rate of interest announced by the Bank from time to time as its prime rate of interest ("Prime Rate"). If the prior blank is not completed, the Base Rate shall be two (2) percentage points above the Prime Rate. c. "Base Rate Loan" shall mean a Loan that accrues interest at the Base Rate. d. "Draw Date" shall mean, in relation to each Loan, the date that such Loan is made or deemed to be made to Borrower pursuant to this Note. e. "Expiration Date" shall mean March 31, 2014. f. "LIBOR" shall mean the rate per annum (rounded upward, if necessary, to the nearest 1/16th of 1%) obtained by dividing (i) the applicable London Interbank Offered Rate (see LIBOR Rate definition below), as fixed by the British Bankers Association for United States dollar deposits in the London interbank market at approximately 11:00 a.m. London, England time (or as soon thereafter as practicable) on the appropriate day in accordance with the terms of this Note, as determined by the Bank from any broker, quoting service or commonly available source utilized by the Bank, by (ii) a percentage equal to 100% minus the stated maximum rate of all reserves required to be maintained against "Eurocurrency Liabilities" as specified in Regulation D (or against any other category of liabilities, which includes deposits by reference to which the interest rate on LIBOR Rate Loan(s) is determined, or any category of extensions of credit or other assets which includes loans by a non-United States' office of a bank to United States' residents) on such date to any member bank of the Federal Reserve System. Notwithstanding any provision above, the practice of rounding to determine LIBOR may be discontinued at any time in the Bank's sole discretion. f. g. "LIBOR Rate" shall mean the rate per annum equal to: • 1.50 · 2.75 percentage point(s) above the greater of (a) one-month LIBOR, adjusting daily, or (b) one-day (i.e., overnight) LIBOR g. daily. h. "LIBOR Rate Loan" shall mean any Loan that accrues Interest interest at a LIBOR Rate, as determined by the Bank. h. i. "Loan" shall mean any advance of funds made to Borrower by the Bank pursuant to this Note. i. j. "London Business Day" shall mean any day on which dealings in United States dollar deposits are carried on by banking institutions in the London interbank market. j. k. "Maximum Principal Amount" shall mean Ten Twenty-Five Million and 00/100 Dollars ($10,000,000.00). k. ($25,000,000.00). l. "New York Business Day" shall mean any day other than Saturday, Sunday or other day on which commercial banking institutions in New York, New York are authorized or required by law or other governmental action to remain closed for business. l. m. "Outstanding Principal Amount" shall mean, at any point in time, the aggregate outstanding principal amount of all loans Loans made pursuant to this Note. View More
