MPZ » Topics » 1. Definitions

These excerpts taken from the MPZ 8-K filed Jul 17, 2008.
Definitions. In this Agreement, the following frequently used terms are defined as set forth in this &1:

 

(a)       The “

Definitions. In this Agreement, the following frequently used terms are defined as set forth in this &1:

 

(a)       Each term used in this Agreement which is defined in the Assignment Agreement will have the same meaning herein as that ascribed to it in the Assignment Agreement.

 

(b)       The

This excerpt taken from the MPZ DEF 14A filed Jun 13, 2008.

DEFINITIONS

 

When used in this Plan, the following capitalized terms shall have the meanings set forth below unless a different meaning is plainly required by the context:

 

1.1           Affiliate means any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

 

1.2           Board means the board of directors of the Company.

 

1.3           Code means the Internal Revenue Code of 1986, as amended.

 

1.4           Common Stock or Stock means the Company’s common stock and any share or shares of the Company’s capital stock hereafter issued or issuable in substitution for such shares.

 

1.5           Eligible Employee means any person who has been a regular employee of the Company or an Affiliate for at least twelve months (for this purpose credit will be given for employment with an acquired subsidiary), and whose customary employment is more than 20 hours each week.

 

“Eligible Employee” shall not include any person who immediately prior to the offering on a Date of Offering would be deemed for purposes of Code Section 423(b)(3) to own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company.  Non-employee directors are not eligible to participate in the Plan.

 

1.6           Exercise Date means each March 31st, June 30th, September 30th and December 31st that follows an Offering Date.

 

1.7           Offering shall have the meaning provided in Section 4.1.

 

1.8           Offering Date shall mean August 1, 2008, and thereafter each January 1st, April 1st, July 1st and October 1st.

 

1.9           Offering Price shall mean an amount determined by the Plan Administrator as the purchase price for Common Stock in a particular Offering, which shall be not less than the lesser of:

 

(a)           an amount equal to eighty-five percent (85%) of the fair market value of the Stock on the Offering Date; or

 

(b)           an amount equal to eighty-five percent (85%) of the fair market value of the stock on the Exercise Date.

 

1.10         Plan Administrator. means the body that is responsible for the administration of the Plan, as determined pursuant to Section 2.1.

 

These excerpts taken from the MPZ 10-Q filed Nov 14, 2007.

                1.             Definitions

                As used in this Agreement, the following terms shall have the following meanings (capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement).

Commission” or “SEC” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act.

Common Stock” shall mean the common stock of the Company, no par value.

Conversion Stock” shall mean the shares of the Company’s Common Stock issued or issuable pursuant to conversion of the Gateway Preferred, and shall include any shares of Common Stock of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of any such shares of the Company’s Common Stock or any shares of the Gateway Preferred, including, without limitation, in connection with any stock split, stock dividend, recapitalization or similar event.

Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute then in effect, and a reference to a particular section thereof

 

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shall be deemed to include a reference to the comparable section, if any, of any such similar federal statute.

Form S-3”  shall mean such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

Gateway Common” shall mean the Company’s Common Stock issued by the Company to Gateway in connection with the transactions contemplated by the Purchase Agreement, and shall include any shares of Common Stock of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of any such shares of the Company’s Common Stock.

Gateway Preferred” shall mean the Company’s Series B Preferred Stock issued by the Company to Gateway in connection with the transactions contemplated by the Purchase Agreement, and shall include any shares of Series B Preferred Stock of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of any such shares of the Company’s Series B Preferred Stock.

Holder” shall mean Gateway or any Person owning of record Registrable Securities, and shall include any Permitted Transferees of Registrable Securities.

Permitted Transferee” shall mean any holder of Registrable Securities, other than any such holder that receives such Registrable Securities in violation of the transfer restrictions set forth in the Lock-Up Agreement.

1.             Definitions

 

1.1           “Licensed Mark” means any registered or unregistered trademark, brand or logo referenced in Attachment A.

 

1.2           “Licensed Product” means any Product model, version or configuration in the “List of Licensed Products” attached hereto as Attachment B.

 

1.3           “Product” means desktop computer systems, laptops, servers, networking gear and other peripherals, and replacement parts with respect thereto.

 

1.4           “Proprietary Designs” mean the form, structure, features and appearance of any Licensed Products and the plans, drawings, sketches and other design information necessary to manufacture and assemble the Licensed Products. Proprietary Designs are limited to the extent of Gateway’s proprietary interest.

 

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1.5           “Shared Tooling” means the tooling for Products (and their component parts) that will be sold both by MPC and by Gateway after the Effective Date and listed in Attachment C. Shared Tooling is limited to the extent of Gateway’s proprietary interest in the tooling.

 

1.6           “Strategic Acquisition of MPC” has the meaning provided in Section 6.6.

 

1.7           “Term” has the meaning provided in Section 6.1.

 

1.8           “Territory” means the United States and Canada.

 

This excerpt taken from the MPZ 8-K filed Jul 29, 2005.

1.  Definitions.

 

(a)  Additional Definition.  As used herein or in any of the other Financing Agreements, the term “Amendment No. 1” shall mean this Amendment No. 1 to Loan and Security Agreement by and among Agent, Lenders, Borrowers and Guarantor, as amended, modified, supplemented, extended, renewed, restated or replaced, and the Loan Agreement and the other Financing Agreements shall be deemed and are hereby amended to include, in addition and not in limitation, such definition.

 



 

(b)  Interpretation.  For purposes of this Amendment No. 1, all terms used herein, including but not limited to, those terms used and/or defined herein or in the recitals hereto shall have the respective meanings assigned thereto in the Loan Agreement as amended by this Amendment No. 1.

 

This excerpt taken from the MPZ 8-K filed Jul 12, 2005.
DEFINITIONS.

 

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger.

 

This excerpt taken from the MPZ DEFA14A filed Jul 12, 2005.
DEFINITIONS.

 

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger.

 

This excerpt taken from the MPZ 8-K filed May 16, 2005.

1.     DEFINITIONS.

        Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the March 20, 2005 Agreement and Plan of Merger.

This excerpt taken from the MPZ DEFA14A filed May 16, 2005.

1.     DEFINITIONS.

        Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the March 20, 2005 Agreement and Plan of Merger.

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