Contribution Agreement means that certain Contribution and Distribution Agreement, dated as of June 28, 2019, as amended, amended and restated, modified or supplemented, by and among Emmis Communications Corporation, an Indiana corporation, the Holder and the other parties identified therein.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Insolvency Event means the occurrence of any of the following: (i) the Company makes a general assignment for the benefit of creditors; (ii) an order, judgment or decree is entered adjudicating the Company bankrupt or insolvent; (iii) any order for relief with respect to the Company is entered under any applicable bankruptcy law; (iv) the Company petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Company or of any substantial part of the assets of the Company, or commences any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or (v) any such petition or application is filed, or any such proceeding is commenced, against the Company and not dismissed or stayed within 60 days.
Maturity Date means the date that is six (6) months after the fifth (5th) anniversary of the Original Unsecured Note Issuance Date.
Original Unsecured Note means that certain Unsecured Convertible Promissory Note dated as of November 25, 2019, executed by the Company in favor of the Holder, as amended by that certain Amended and Restated Unsecured Convertible Promissory Note, dated as of February 28, 2020 and that certain Second Amended and Restated Unsecured Convertible Promissory Note dated as of March 27, 2020.
Original Unsecured Note Issuance Date means November 25, 2019.
Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust (including any beneficiary thereof), a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.
Sale of the Company means the sale of the Company to a third party or group of third parties pursuant to which such party or parties acquire all or substantially all of the assets or business of the Company on a consolidated basis.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Senior Lender means any holders of Company Senior Debt.
SG Affiliates means Standard General, L.P. and the funds for which is serves as an investment advisor and their respective Affiliates.
Subsidiary means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that