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 Xxxx 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 Xxxx 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: “2021 Incremental Term Loan Amendment No. 1” means the Incremental Term Loan Amendment No. 1, dated as of January 7, 2021, by and among the Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent. “2021 Incremental Effective Date” means “Amendment No. 1 Effective Date” as defined in the 2021 Incremental Term Loan Amendment No. 1. “2021 Incremental Term Lender” means each financial institution listed on Schedule 1 to the 2021 Incremental Term Loan Amendment No. 1 (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Assumption in accordance with Section 13.03), as well as any person that becomes a “2021 Incremental Term Lender” hereunder pursuant to Section 13.03. 1 602756140.3 #93952955v3
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. (a) Unless otherwise defined herein, all capitalized terms used herein shall have the meaning ascribed to the terms as set forth in the Purchase Agreement. (b) The following capitalized terms used in this Agreement shall have the meanings set forth below: “Action” means any action, complaint, charge, claim, petition, audit, examination, investigation, inquiry, arbitration, judicial or administrative action, suit or proceeding (public or private), whether civil or criminal, at law or in equity, by or before any Governmental Authority. “Agreement” shall have the meaning set forth in the Preamble. “Business” shall have the meaning set forth in the Purchase Agreement. “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by Law to close.
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. 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).
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 Xxx xx Xxxxxxx, Xxxxx xx Xxx xx Xxxxxxx, Xxxxxx 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...
