means the Purchased Common Stock and the Purchased Warrants
(including the shares of Common Stock issuable upon exercise of the
Purchased Warrants), in each case, that will be delivered to
Purchaser pursuant to this Agreement.
Act” means the Securities Act of 1933, and the rules and
regulations promulgated thereunder.
Approval” means such approval as may be required by the
applicable rules and regulations of the Nasdaq Global Market (or
any successor entity) from the stockholders of the Company with
respect to the transactions contemplated by this Agreement and the
other Definitive Documents.
means, with respect to any Person, any corporation, partnership,
joint venture or other legal entity as to which such Person (either
alone or through or together with any other subsidiary),
(a) owns, directly or indirectly, more than fifty percent
(50%) of the stock or other equity interests, (b) has the
power to elect a majority of the board of directors or similar
governing body, or (c) has the power to direct the business
Contest” means any audit, suit, conference, action, assessment,
investigation, claim, administrative or judicial proceeding, or
other similar interaction with a Governmental Entity with respect
to any Tax.
Returns” means any and all reports, returns, declarations,
claims for refund, elections, disclosures, estimates, information
reports or returns or statements supplied or required to be
supplied to a Governmental Entity in connection with Taxes,
including any schedule or attachment thereto or amendment
means (i) all taxes, assessments, duties, levies or other
similar governmental charges paid or payable to a Governmental
Entity, including all federal, state, local, foreign and other
income, franchise, profits, gross receipts, capital gains, capital
stock, transfer, property, sales, use, value-added, occupation,
excise, severance, windfall profits, stamp, payroll, social
security, withholding and other taxes, assessments, duties, levies
(whether payable directly or by withholding and whether or not
requiring the filing of a return), all estimated taxes, deficiency
assessments, additions to tax, penalties and interest thereon,
(ii) any liability for such amounts described in
clause (i) as a result of being a member of a combined,
consolidated, unitary, or affiliated group and (iii) any and
all liability for the payment of any amounts described above in
clauses (i) and (ii) as a result of any express or implied
obligation to indemnify any other person, or any successor or
transferee liability. “Taxing” and “Taxation” each have a
Date” has the meaning set forth in Section 8.1(b).
Certificate” means the certificate in substantially the form
attached hereto as Exhibit A.
means warrants to purchase shares of Common Stock, at an exercise
price of $2.00 per share, represented by and on the terms set forth
herein and in the Warrant Certificate.