Certain Defined Terms Contract Clauses (4,569)

Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters: (a) "Board" shall mean the Board of Directors of the Company. (b) "Cause" shall mean (i) CCO's gross negligence or willful misconduct in the performance of his duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in material damage to the Company or its subsidiaries; (ii) CCO's willful and... habitual neglect of his duties of consulting or employment; (iii) CCO's commission of any act of fraud with respect to the Company; (iv) CCO's conviction of or plea of guilty or nolo contendere to felony criminal conduct or any crime involving moral turpitude; or (v) CCO's violation of any noncompetition or confidentiality agreement that CCO has entered into with the Company. (c) The term "Change in Control" shall mean: (i) the liquidation, dissolution or winding up of the Company; (ii) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization in which the Company's stockholders immediately prior to such transaction do not hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity (or its parent) immediately following such transaction (taking into account only voting power resulting from stock held by such stockholders prior to such transaction); (iii) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company's voting power outstanding before such transaction is transferred or (iv) a sale, conveyance or other disposition of all or substantially all of the assets of the Company (including without limitation a license of all or substantially all of the Company's intellectual property that is either exclusive or otherwise structured in a manner that constitutes a license of all or substantially all of the assets of the Company); provided that a Change in Control shall not include (A) a merger or consolidation with a wholly-owned subsidiary of the Company, (B) a merger effected exclusively for the purpose of changing the domicile of the Company or (C) any transaction or series of related transactions principally for bona fide equity financing purposes. (d) "Good Reason" shall mean any of the following events which CCO provides written notice to the Company of within 90 days of such event having occurred and which is not cured by the Company within 30 days after such written notice thereof is provided to the Company by CCO: (i) any reduction of CCO's base salary or target annual bonus; (ii) any involuntary relocation of CCO's principal workplace to a location more than 35 miles in any direction from CCO's current principal workplace, (iii) a substantial and material adverse change, without CCO's written consent, in CCO's title, authority, responsibility or duties; or (iv) any material breach by the Company of any provision of this Agreement or any other employment agreement, after written notice delivered to the Company of such breach and the Company's failure to cure such breach; provided, however, in the context of a Change in Control, CCO shall not have Good Reason to resign in connection with a reorganization of the Company in which the executive would retain substantially similar title, authority, duties, base pay and bonus but might have greater or lesser reporting responsibilities. In order to constitute a termination of employment for Good Reason, CCO's employment must be terminated no later than 180 days following the initial occurrence of any events set forth above. View More

Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters: (a) "Board" shall mean the Board of Directors of the Company. (b) "Cause" shall mean (i) CCO's gross negligence or willful misconduct in the performance of his duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in material damage to the Company or its subsidiaries; (ii) CCO's willful and... habitual neglect of his duties of consulting or employment; (iii) CCO's commission of any act of fraud with respect to the Company; (iv) CCO's conviction of or plea of guilty or nolo contendere to felony criminal conduct or any crime involving moral turpitude; or (v) CCO's violation of any noncompetition or confidentiality agreement that CCO has entered into with the Company. (c) The term "Change in Control" shall mean: (i) the liquidation, dissolution or winding up of the Company; (ii) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization in which the Company's stockholders immediately prior to such transaction do not hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity (or its parent) immediately following such transaction (taking into account only voting power resulting from stock held by such stockholders prior to such transaction); (iii) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company's voting power outstanding before such transaction is transferred or (iv) a sale, conveyance or other disposition of all or substantially all of the assets of the Company (including without limitation a license of all or substantially all of the Company's intellectual property that is either exclusive or otherwise structured in a manner that constitutes a license of all or substantially all of the assets of the Company); provided that a Change in Control shall not include (A) a merger or consolidation with a wholly-owned subsidiary of the Company, (B) a merger effected exclusively for the purpose of changing the domicile of the Company or (C) any transaction or series of related transactions principally for bona fide equity financing purposes. (d) "Good Reason" shall mean any of the following events which CCO provides written notice to the Company of within 90 days of such event having occurred and which is not cured by the Company within 30 days after such written notice thereof is provided to the Company by CCO: (i) any reduction of CCO's base salary or target annual bonus; (ii) any involuntary relocation of CCO's principal workplace to a location more than 35 miles in any direction from CCO's current principal workplace, (iii) a substantial and material adverse change, without CCO's written consent, in CCO's title, authority, responsibility or duties; or (iv) any material breach by the Company of any provision of this Agreement or any other employment agreement, after written notice delivered to the Company of such breach and the Company's failure to cure such breach; provided, however, in the context of a Change in Control, CCO shall not have Good Reason to resign in connection with a reorganization of the Company in which the executive would retain substantially similar title, authority, duties, base pay and bonus but might have greater or lesser reporting responsibilities. In order to constitute a termination of employment for Good Reason, CCO's employment must be terminated no later than 180 days following the initial occurrence of any events set forth above. View More

Certain Defined Terms. For purposes of this Agreement, except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under Act. 41 20. Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

Certain Defined Terms. For purposes of this Agreement, except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under Act. 41 20. Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

Certain Defined Terms. For the purposes of this Agreement, the following capitalized terms will have the meanings given below: (a) "Achieved Performance Criteria" means, subject to the provisions of Schedule "A", the Performance Criteria which have been satisfied, as, when and to the extent determined by the Committee in respect of the Performance Period; (b) "Cause" means (A) on or after a Change in Control, "CIC Cause" as defined in the Plan, or (B) prior to a Change in Control, (1) "cause" as defined in any... Individual Agreement to which the Participant is a party as of the Date Employment Ceases, or (2) if there is no such Individual Agreement or it does not define cause, cause as determined by the Corporation or its Affiliate, as applicable, in its sole discretion, which shall include, among other factors, provisions (i) and (ii) of a "CIC Cause" as defined in the Plan; (c) "Early Retirement" means Participant's Termination of Service on or after Participant's attainment of the age of 55 years and prior to Participant's attainment of the age of 60 years that is (i) initiated by the Corporation or an Affiliate, as applicable, for any reason other than Cause, or (ii) due to Participant's resignation; (d) "Eligible PSUs" means those PSUs that are determined by the Committee as being eligible to vest on the Vesting Date based on the Achieved Performance Criteria; (e) "Grant Date" means the date set forth on the cover page of this Agreement, subject to Section 1.2(dd) of the Plan; and (f) "Normal Retirement" means Participant's Termination of Service on or after Participant's attainment of the age of 60 years that is (i) initiated by the Corporation or its Affiliate, as applicable, for any reason other than Cause, or (ii) due to Participant's resignation. View More

Certain Defined Terms. For the purposes of this Agreement, the following capitalized terms will have the meanings given below: (a) "Achieved Performance Criteria" means, subject to the provisions of Schedule "A", the Performance Criteria which have been satisfied, as, when and to the extent determined by the Committee in respect of the Performance Period; (b) "Cause" means (A) on or after a Change in Control, "CIC Cause" as defined in the Plan, or (B) prior to a Change in Control, (1) "cause" as defined in any... Individual Agreement to which the Participant is a party as of the Date Employment Ceases, or (2) if there is no such Individual Agreement or it does not define cause, cause as determined by the Corporation or its Affiliate, as applicable, in its sole discretion, which shall include, among other factors, provisions (i) and (ii) of a "CIC Cause" as defined in the Plan; (c) "Early Retirement" means Participant's Termination of Service on or after Participant's attainment of the age of 55 years and prior to Participant's attainment of the age of 60 years that is (i) initiated by the Corporation or an Affiliate, as applicable, for any reason other than Cause, or (ii) due to Participant's resignation; (d) "Eligible PSUs" means those PSUs that are determined by the Committee as being eligible to vest on the Vesting Date based on the Achieved Performance Criteria; (e) "Grant Date" means the date set forth on the cover page of this Agreement, subject to Section 1.2(dd) of the Plan; and (f) "Normal Retirement" means Participant's Termination of Service on or after Participant's attainment of the age of 60 years that is (i) initiated by the Corporation or its Affiliate, as applicable, for any reason other than Cause, or (ii) due to Participant's resignation. View More

Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; and (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City. -30- 15. Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any... standard form of telecommunication. Notices to the Underwriters shall be given to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attn: Investment Grade Syndicate Desk, Fax: (212) 834-6081, with a copy to Cahill Gordon & Reindel LLP, 32 Old Slip, New York, New York 10005, Attention: John A. Tripodoro, Esq. and Marc R. Lashbrook, Esq. If sent to the Company and the Guarantors, all communications hereunder shall be mailed, delivered, couriered or faxed and confirmed in writing to T-Mobile USA, Inc., 12920 SE 38th Street, Bellevue, Washington 98006, Attention: General Counsel, and with copies to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, Attention: Daniel J. Bursky, Esq. and Mark Hayek, Esq. (b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof. (c) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (d) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (e) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. (f) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes all prior and contemporaneous agreements, understandings and arrangements, oral or written, among the parties hereto with respect to the subject matter hereof. (g) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. (h) Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) and the requirements of 31 C.F.R. §1010.230 (the "Beneficial Ownership Regulation")) (the "USA Patriot Act"), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including Parent and the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients in accordance with the USA Patriot Act or the Beneficial Ownership Regulation. -31- (i) Submission to Jurisdiction; Venue. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in the City of New York and County of New York over any suit, action, or proceeding arising out of or relating to this Agreement. Each of the parties hereto irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding and may be enforced in any other jurisdictions by suit on the judgment or in any other lawful manner. View More

Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act.

Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; and (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City. -30- 15. Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any... standard form of telecommunication. Notices to the Underwriters shall be given to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Counsel and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attn: Investment Grade Syndicate Desk, Fax: (212) 834-6081, with a copy to Cahill Gordon & Reindel LLP, 32 Old Slip, New York, New York 10005, Attention: John A. Tripodoro, Esq. and Marc R. Lashbrook, Esq. If sent to the Company and the Guarantors, all communications hereunder shall be mailed, delivered, couriered or faxed and confirmed in writing to T-Mobile USA, Inc., 12920 SE 38th Street, Bellevue, Washington 98006, Attention: General Counsel, and with copies to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, Attention: Daniel J. Bursky, Esq. and Mark Hayek, Esq. (b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof. (c) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (d) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (e) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. (f) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes all prior and contemporaneous agreements, understandings and arrangements, oral or written, among the parties hereto with respect to the subject matter hereof. (g) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. (h) Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) and the requirements of 31 C.F.R. §1010.230 (the "Beneficial Ownership Regulation")) (the "USA Patriot Act"), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including Parent and the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients in accordance with the USA Patriot Act or the Beneficial Ownership Regulation. -31- (i) Submission to Jurisdiction; Venue. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in the City of New York and County of New York over any suit, action, or proceeding arising out of or relating to this Agreement. Each of the parties hereto irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding and may be enforced in any other jurisdictions by suit on the judgment or in any other lawful manner. View More

Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act.