three month LIBOR rate as published in The Wall
Street Journal on the date an applicable invoice is due hereunder.
If
Three-Month LIBOR is not available from such source, the Three-Month LIBOR will
be based on the arithmetic mean of the respective rates quoted by at least two
leading reference banks selected by Seller offered to leading banks for deposits
in Dollars for a period of three months in the London interbank market at or
about 11:00 a.m. (London, England time) on the date an applicable invoice is due
hereunder.
"Threshold Adjustment":
An amount calculated as follows:
1
+
(Percentage {****} Increase
/
2)
"Tranche 1 Closing": As defined in the Securities Purchase Agreement.
"Tranche 2 Closing Date": As defined in the Securities Purchase Agreement.
"Trigger Date":
The later of the Effective Date and the date of commencement of
Commercial Production.
"United States" or "U.S." or "U.S.A.":
The United States of America.
"US$":
Dollars.
1.2
Interpretation.
1.2.1
UNLESS THE CONTEXT OF THIS
AGREEMENT OTHERWISE CLEARLY REQUIRES, (I) REFERENCES TO THE PLURAL INCLUDE THE
SINGULAR, AND REFERENCES TO THE SINGULAR INCLUDE THE PLURAL, (II) REFERENCES TO
ONE GENDER INCLUDE THE OTHER GENDER, (III) THE WORDS "INCLUDE," "INCLUDES" AND
"INCLUDING" DO NOT LIMIT THE PRECEDING TERMS OR WORDS AND SHALL BE DEEMED TO BE
FOLLOWED BY THE WORDS "WITHOUT LIMITATION," (IV) THE TERMS "HEREOF," "HEREIN,"
"HEREUNDER,"
5
"HERETO" AND SIMILAR TERMS IN THIS AGREEMENT REFER TO THIS AGREEMENT AS A WHOLE
AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, (V) REFERENCE TO DAY,
WITHOUT THE EXPLICIT QUALIFICATION OF "BUSINESS" REFERS TO A CALENDAR DAY,
(VI) REFERENCES TO A MONTH, QUARTER, YEAR OR SUCH OTHER SUBDIVISION, WITHOUT THE
EXPLICIT QUALIFICATION OF "FISCAL", REFERS TO A CALENDAR MONTH, QUARTER, YEAR OR
OTHER SUCH SUBDIVISION, RESPECTIVELY (VII) ALL REFERENCES TO "THE DATE HEREOF,"
"THE DATE OF THIS AGREEMENT" OR SIMILAR TERMS (BUT EXCLUDING REFERENCES TO THE
DATE OF EXECUTION HEREOF) REFER TO THE DATE FIRST ABOVE WRITTEN, NOTWITHSTANDING
THAT THE PARTIES MAY HAVE EXECUTED THIS AGREEMENT ON A LATER DATE, (VIII) ANY
REFERENCE TO "POUNDS" IN THIS AGREEMENT REFERS TO POUNDS OF MOLYBDENUM CONTAINED
IN THE PRODUCTS, AND (IX) REFERENCES TO ANY PERSON INCLUDE SUCH PERSON'S
RESPECTIVE SUCCESSORS, ASSIGNS, TRANSFEREES, LESSEES, HEIRS, EXECUTORS AND
ADMINISTRATORS, WHETHER BY MERGER, CONSOLIDATION, AMALGAMATION, REORGANIZATION,
SALE OF ASSETS OR OTHERWISE.
1.2.2
UNLESS OTHERWISE SET FORTH
HEREIN, REFERENCES IN THIS AGREEMENT TO (I) ANY DOCUMENT, INSTRUMENT OR
AGREEMENT (INCLUDING THIS AGREEMENT) (A) INCLUDE AND INCORPORATE ALL EXHIBITS,
SCHEDULES AND OTHER ATTACHMENTS THERETO, (B) INCLUDE ALL DOCUMENTS, INSTRUMENTS
OR AGREEMENTS ISSUED OR EXECUTED IN REPLACEMENT THEREOF AND (C) MEAN SUCH
DOCUMENT, INSTRUMENT OR AGREEMENT, OR REPLACEMENT OR PREDECESSOR THERETO, AS
AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS
AND IN EFFECT AT ANY GIVEN TIME, AND (II) A PARTICULAR LAW REFERENCED HEREIN
MEANS SUCH LAW AS AMENDED, MODIFIED, SUPPLEMENTED OR SUCCEEDED, FROM TIME TO
TIME AND IN EFFECT AT ANY GIVEN TIME.
WHEN A REFERENCE IS MADE IN THIS
AGREEMENT TO ARTICLES, SECTIONS OR