DEFINITIONS Section 1.01 Certain Defined Terms Sample Clauses

DEFINITIONS Section 1.01 Certain Defined Terms. The following capitalized terms used in this Agreement shall have the meanings set forth below: “A&R Cross License Agreement” shall have the meaning set forth in the Recitals. “Actual Price” shall have the meaning set forth in Section 7.03(d)(iii).

DEFINITIONS Section 1.01 Certain Defined Terms. For purposes of this Agreement: “Accounts Payable Amount” means the accounts payable relating to the Transferred Businesses as of December 31, 2007 (calculated in a manner consistent with the calculation of accounts payable relating to the Transferred Businesses as reflected on the June 30, 2007, balance sheet of the Seller in respect of the Transferred Businesses), disregarding for purposes of this definition any accounts payable relating to Separation Costs (as defined in the Separation Agreement). “Accounts Payable Target” means (a) $8,000,000 multiplied by (b) a quotient (i) the numerator of which is the amount of accounts payable of the Transferred Businesses on December 31, 2007 as calculated by the Seller in a manner consistent with the calculation of accounts payable as reflected on the June 30, 2007, balance sheet of the Seller and (ii) the denominator of which is the amount of accounts payable of the Seller on December 31, 2007, (calculated in the same manner). “Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority. “Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. Any reference to the Affiliates of any of the Seller Parties will not include the Company. Any reference to an Affiliate of the Purchaser or the Company will not include the Excluded ▇▇▇▇ Affiliates. “Amendment Agreement” means that certain Amendment Agreement among the Seller Parties, the Trust and the Stockholders’ Representative, dated as of the date hereof. “Ancillary Agreements” means the LLC Agreement, the ▇▇▇▇ of Sale and Assignment Agreement, the Assignment of Leases, the Cochlear Patent Assignment, the Cochlear Trademark Assignment, the Assumption Agreement, the IP License Agreements and the Separation Agreement. 2 “Assigned Names and Marks” means all right, title and interest in and to the names set forth on Schedule 1.01(a) hereto, and all trademarks and similar marks owned by the Seller incorporating or associated with any of the foregoing also as set forth on Schedule 1.01(a). “Assignment of Leases” means an Assignment of Leases to be executed by the Seller and the Company at the Closing with respect to the Leased Real Property, substantially in the form of Exhibit A. “Assumption Agreement” means the Assumption Agreement to be ex...

DEFINITIONS Section 1.01 Certain Defined Terms. In addition to the terms defined above, the following terms used in this Agreement shall have the following meanings, applicable both to the singular and the plural forms of the terms defined. As used in this Agreement: “2027 Notes Conditional Redemption Notice” has the meaning assigned to such term in the Amendment and Restatement Agreement. “2027 Notes Redemption Basket” is defined in Section 2.05(b)(i) hereof. “Administrative Agent” means JPMorgan in its capacity as contractual representative for itself and the Lenders pursuant to Article 11 hereof and any successor Administrative Agent appointed pursuant to Article 11 hereof. “Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

DEFINITIONS Section 1.01 Certain Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: “13D Group” shall mean any group of Persons formed for the purpose of acquiring, holding, voting or disposing of Voting Securities that would be required under Section 13(d) of the Exchange Act, and the rules and regulations thereunder, to file a statement on Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Voting Securities representing more than 5% of any class of Voting Securities then outstanding. “Affiliate” of any Person shall mean, as of any date, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such first Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, neither Parent nor the Investor shall be deemed to be an Affiliate of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries shall be deemed to be an Affiliate of Parent or the Investor. “Beneficial Owner” and words of similar import (including “beneficially own” and “beneficial ownership”) shall have the meaning assigned to such terms in Rule 13d‑3 promulgated under the Exchange Act. “Board” shall mean the Board of Directors of the Company. “Business Day” shall mean any day of the year other than (i) any Saturday or Sunday or (ii) any other day on which banks located in the State of Minnesota, the City of São Paulo, State of São Paulo, Brazil or the City of ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ are closed for business. “Bylaws” shall mean the Amended and Restated Bylaws of the Company, effective as of May 16, 2016 (as the same may be amended, restated, supplemented or otherwise modified from time to time). “Certificate of Incorporation” shall mean the Restated Certificate of Incorporation of the Company (as the same may be amended, restated, supplemented or otherwise modified from time to time). “Closing” shall have the meaning given such term in the Purchase Agreement. “Closing Date” shall have t...

DEFINITIONS Section 1.01 Certain Defined Terms. Capitalized terms used in this Agreement will have the meanings specified in Exhibit A to this Agreement or as otherwise defined elsewhere herein.

DEFINITIONS Section 1.01 Certain Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meaning ascribed to the terms as set forth in the Purchase Agreement.

DEFINITIONS Section 1.01 Certain Defined Terms. Unless the context otherwise requires, the following terms, when used in this Agreement, shall have the respective meanings specified below (such meanings to be equally applicable to the singular and plural number of the terms so defined, unless the context otherwise requires): "AFFECTED EMPLOYEE" shall have the meaning specified in Section 7.12(a). "AFFILIATE" shall have the meaning specified in rule 144 promulgated under the Securities Act. "AGREEMENT" shall have the meaning specified in the preamble to this Agreement. "ALTERNATIVE MERGER" shall have the meaning specified in Section 2.01. "BENEFICIAL OWNER" shall mean, with respect to any shares of capital stock, a person who shall be deemed to be the beneficial owner of such shares (i) which such person or any of its affiliates or associates (as such term is defined in rule 12b-2 promulgated under the Exchange Act) beneficially owns, directly or indirectly, (ii) which such person or any of its affiliates or associates has, directly or indirectly, (A) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of consideration rights, exchange rights, warrants or options, or otherwise, or (B) the right to vote pursuant to any agreement, arrangement or understanding, or (iii) which are beneficially owned, directly or indirectly, by any other persons with whom such person or any of its affiliates or associates or person with whom such person or any of its affiliates or associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any such shares of capital stock; provided, however, that a Person shall not be deemed the beneficial owner of, or to beneficially own, any security if the agreement, arrangement or understanding (written or oral) to vote such security arises solely from a revocable proxy or consent given to such person pursuant to a definitive proxy statement filed with the SEC and otherwise in accordance with the rules and regulations under the Exchange Act. "BLUE SKY LAWS" shall mean state securities or "blue sky" laws. "BROADVIEW" shall mean Broadview Associates LLC. "BUSINESS DAY" shall mean any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized by law, ...

DEFINITIONS Section 1.01 Certain Defined Terms. The following terms have the following meanings: “Accumulated Other Comprehensive Income” or “Accumulated Other Comprehensive Loss” means, as at any date of determination, the amount of Consolidated accumulated and other comprehensive income (or loss), as applicable, of the Company and its Subsidiaries, as reflected on the balance sheet of the Company as of such date in accordance with GAAP. “Acquisition” means (i) any Investment by the Company or any of its Subsidiaries in a Person (other than an existing Wholly-Owned Subsidiary) whereby such Person becomes a direct or indirect Subsidiary of the Company or is merged with and into the Company or such Subsidiary or (ii) an acquisition by the Company or any of its Subsidiaries of the property and assets of any Person (other than an existing Wholly-Owned Subsidiary) that constitutes all or substantially all of the assets of such Person or any division, line of business, book of business or business unit of such Person; provided that capital expenditures (as determined in accordance with GAAP) that do not, individually or as part of a series of related transactions, result in the acquisition of all or substantially all of the assets of any Person or any division, line of business, book of business or business unit of such Person shall be deemed not to be Acquisitions. “Adjusted Daily Simple SOFR” means with respect to a Daily Simple SOFR Loan, the greater of (1) the sum of (a) Daily Simple SOFR and (b) the applicable SOFR Index Adjustment and (2) the Floor . “Adjusted Term SOFR” means for any Available Tenor and Interest Period with respect to a SOFR Loan, the greater of (1) the sum of (a) Term SOFR for such Interest Period and (b) the applicable SOFR Index Adjustment and (2) the Floor.

DEFINITIONS Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “Account Bank” means, with respect to the Collection Account, the bank listed on Schedule IV hereof. “Account Control Agreement” means each agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and the Account Bank, governing the terms of the Collection Account that (i) provides the Administrative Agent with control within the meaning of the UCC over the account subject to such agreement and (ii) by its terms, may not be terminated or canceled by the related Account Bank without the written consent of the Administrative Agent or upon no less than thirty (30) days prior written notice to the Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time. “Adjusted Term SOFR” means a per annum rate of interest equal to the greater of (a) 1.00% and (b) the sum of (x) Term SOFR plus (y) 0.1% (10 basis points). “Administrative Agent” means MidCap, in its capacity as contractual representative for the Lenders, and any successor thereto in such capacity appointed pursuant to Article XI or Section 14.03(f).