definiens: means holding ownership of more than fifty pe rcent ( 50 % ) of voting stock or other ownership interest entitled to elect a board of directors or comparable managing authority ; ( 3 ) Agreement means this document, including any schedule or annexure to it ; ( 4 ) Assets means Financial Assets, t he Assigned Contracts and the Japan IP ; 1 ( 5 ) Ass igned Contracts means the contracts contained on Schedule 1 under the heading ; ( 6 ) Business means Seller ’s cell therapy business of extracting a unique mixed population of stem, progenitor and regenerative cells from human and/or animal adipose tissue for the treatment of disease and for other purposes utilizing proprietary hardware and software -based devices and single -use reagents and consumable sets to enable doctors to have access to a variety of therapies at the bedside, and/or to be preserved for later use, including but not limited to Seller ’s cell banking expertise and technology ; ( 7 ) Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday or bank holiday in the place where an act is to be performed or a payment is to be made ; ( 8) Claim includes, in relation to a person, a demand, claim, action or proceeding made or brought by or against the person, however arising and whether present, unascertained, immediate, future, or contingent ; ( 9 ) Closing means closing of the sale and purcha se of the Shares in accordance with clause 6 on the Closing Date ; ( 10 ) Closing Date means the date that is 3 Business Days after satisfaction of the Conditions Precedent, or any other date agreed in writing between the parties ; provided that the par ties shall use their commercially reasonable efforts to Close on or before April 25, 2019 ; ( 11 ) Company means Cytori Therapeutics K.K., a stock company ( Kabushiki Kaisha ) incorporated under the laws of Japan, with principal place of business located at Otemachi Park Building, 1 -1 - 1 Otemachi, Chiyoda -ku, Tokyo, Japan ; ( 12 ) Conditions Precedent means the conditions set out in clause 2.1 and clause 2.2 ; ( 13 ) Encumbrances means any security interest or other mortgage, charge, lien, pledge, hypothecation, or other encumbrance ; ( 14 ) Financial Assets means, as of the Closing : ( a ) All of the account payable owed by the Company to the Seller ; ( b ) All of the unpaid debt owed by the Company to the Seller ; and ( c ) All of the unpaid cost owed by Seller to the Company ; ( 15 ) Government Agency means any government and government body, whether : ( a ) legislative, judicial, or administrative ; ( b ) a department, commission, authority, instrumentality, tribunal, agency, or entity ; or ( c ) federal, state, prefectural, or local ; ( 16 ) Intellectual Property Rights means ( a ) copyright ; ( b ) design, patent, domain name, or trade mark, ( whether registered, unregistered or applied for ) ; ( c ) trade, business, or company name ; ( d ) trade secret ; ( e ) knowhow, inventions, processes, confidential information ( whether in writing or 2 recorded in any form ) ; and ( f ) any other proprietary, licence or personal rights arising from intellectual activity in the business, industrial, scientific or artistic fields ; ( 17 ) Japan IP means all Intellectual Property Rights listed on Schedule 1 under the heading that are owned by the Seller and which are registered in, the subject of an application in, or relate in any way to, Japan ; ( 18 ) Loss includes any damage, loss, cost, liability or expense of any kind and however arising ( including as a result of any Claim ), including penalties, fines and interest and including any that are prospective or contingent and any the amount of which for the time being is not ascertained or ascertainable ; ( 19 ) Material Adverse Effect means a material and adverse effect in relation to the structure, business, financial or trading position of the Company or in relation to the condition, assets or liabilities, profitability or prospects of the Company ; ( 20 ) Personnel means the offi cers, employees, contractors ( including subcontractors and their employees ), professional advisers, representatives and agents of a party ; ( 21 ) Pre - Closing Obligations means each obligation of the Seller set out in Schedule 2 ; ( 22 ) Purchase Price means the total amount of $ 3,000,000 U.S. dollars, comprised of : ( a ) the sum of $ 1 U.S. dollar payable by the Purchaser for the Shares ; ( b ) the sum of $ 2,324,999 U.S. dollars payable by the Purchaser for the Financial Assets ( after repayment and/or offset stipulated under clause 5.4 ) ; and ( c ) the sum of $ 675,000 U.S. dollars payable by the Purchaser for the Assigned Contracts and Japan IP ; ( 23 ) Purchaser Warranty means the warranties set out in Schedule 4 ; ( 24 ) Restraint Period means a period of 5 years after the Closing Date ; ( 25 ) Seller Warranty means the warranties set out in Schedule 3 ; and ( 26 ) Shares means 200 ordinary shares, being all shares on issue in the capital of the Company