other interests having by their terms ordinary voting power to elect a majority
of the board of directors or others performing similar functions with respect to
such Person is directly or indirectly owned or controlled by such party and/or
by any one or more of its subsidiaries.
"Systems" means, in relation to any Person, any of the hardware, software,
databases or embedded control systems thereof.
"Tax" or "Taxes" means any means any and all federal, state, local, or foreign
net or gross income, gross receipts, net proceeds, sales, use, ad valorem, value
added, franchise, bank shares, withholding, payroll, employment, excise,
property, deed, stamp, alternative or add-on minimum, environmental (including
taxes under Code §59A), profits, windfall profits, transaction, license, lease,
service, service use, occupation, severance, energy, unemployment, social
security, workers' compensation, capital, premium, and other taxes, assessments,
customs, duties, fees, levies, or other governmental charges of any nature
whatever, whether disputed or not, together with any interest, penalties,
additions to tax, or additional amounts with respect thereto.
"Tax Returns" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.
"Taxing Authority" means any Governmental Authority having jurisdiction with
respect to any Tax.
"Trading Day" means any day on which the NASDAQ Stock Market is open for
trading.
"$" means United States dollars.
10.3
Index of Other Defined Terms.
In addition to those terms defined
above, the following terms, in their capitalized forms, shall have the
respective meanings given thereto in the sections indicated below:
Defined Term
Section
"2009 Plan"
7.3(b)
"Affiliate Agreement"
2.2(j)
"Agreement"
Preamble
"Amended & Restated Voting Agreement"
Recitals
"Authorized Stock Increase Amendment"
7.3(b)
"Bixby Option Plan"
2.1(a)(vi)
"Cancelable Common Share"
2.1(a)(i)
66
"Cancelable Company Common Stock Purchase Warrant"
2.2(a)
"Cancelable Company Convertible Debenture"
2.2(a)
"Cancelable Company Series A Convertible Preferred Stock
Purchase Warrant"
2.2(a)
"Cancelable Securities"
2.2(a)
"Cancelable Series A Convertible Preferred Share"
2.1(a)(ii)
"Cancelable Series A Convertible Preferred Stock"
2.1(a)(ii)
"Certificate of Merger"
1.1
"Closing"
1.2
"Closing Date"
1.2
"Code"
Recitals
"Common Stock Purchase Warrant Exchange Agreement"
7.3(d)(iii)(10)
"Company"
Preamble
"Company Benefit Plan"
4.21(a)
"Company Certificate of Designations Amendment"
7.3(b)
"Company Common Stock"
2.1(a)(i)
"Company Common Stock Purchase Warrant"
2.1(a)(iv)
"Company Convertible Debenture"
2.1(a)(iii)
"Company Series A Convertible Preferred Purchase Warrant"
2.1(a)(v)
"Company Disclosure Schedule"
Art. IV Intro
"Company Foreign Plans"
4.21(r)
"Company In-Bound Licenses"
4.18(b)
"Company Intellectual Property"
4.18(e)
"Company Lease"
4.17(c)
"Company-Leased Real Property"
4.17(a)
"Company Material Contracts"
4.19(b)
"Company Minor Contracts"
4.19(e)
"Company Out-Bound Licenses"
4.18(c)
"Company-Owned Intellectual Property"
4.18(a)
"Company-Owned Real Property"
4.17(a)
"Company-Owned Software"
4.18(m)(i)
"Company Pension Plan"
4.21(b)
"Company Permits"
4.7
"Company Principal Stockholder"
Preamble
"Company Proxy Statement"
7.3(b)
"Company Receivables"
4.9
"Company Registered Intellectual Property"
4.18(f)
"Company Series A Convertible Preferred Stock"
2.1(a)(ii)
"Company Series A Convertible Preferred Stock Purchase Warrant"
2.1(a)(v)
"Company Special Meeting"
7.3(b)
"Company Stockholder"
2.1
"Company Stock Option"
2.1(a)(vi)
"Constituent Corporations"
1.1
"Convertible Debt Securities Exchange Agreement"
7.3(d)(iii)(9)
"Delaware Secretary of State"
1.2
"DGCL"
Recitals
"Dissentable Shares"
2.3(a)