Certain Definitions Contract Clauses (4,204)

Certain Definitions. For purposes of this Note, the following terms shall have the following meanings: (a) "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. (b) "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain ...closed. (c) "Maturity Date" shall mean three (3) years from the Issuance Date. (d) "Person" means "person" as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, including any individual, corporation, limited liability company, partnership, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity or any group of persons. (e) "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (f) "Transaction Documents" means, collectively, the Note, the SPA and any other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated by the SPA, as may be amended from time to time. View More

Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company's 2018 Equity and Incentive Compensation Plan (the "Plan").

Certain Definitions. Capitalized terms used herein without definition shall have the respective meanings provided therefor in the Credit Agreement. Terms (whether or not capitalized) used herein and not defined in the Credit Agreement or otherwise defined herein that are defined in the Uniform Commercial Code as in effect in the State of New York or other applicable jurisdiction (the "UCC") have such defined meanings herein, unless the context otherwise indicates or requires. In addition, the following terms used he...rein shall have the following meanings: a. "Capital Event" means a distribution made to the holder of an Ownership Interest in any Subsidiary as a result of any financing, sale or other transfer of any asset of the Subsidiary, or any realization of any distributions on account of any dividends or return on any preferred or other equity investment in any Subsidiary. b. "Distributions" means the declaration of payment of any distribution of cash or cash flow on account of a Capital Event. c. "Governmental Authority" means any national, state, or local government, any political subdivision thereof, or any other governmental, quasi-governmental, judicial, public, or statutory instrumentality, authority, body, agency, bureau, or entity or any arbitrator with authority to bind a Person at law, and any agency, authority, department, commission, board, bureau, or instrumentality of any of them. d. "Lien" means any lien, encumbrance, security interest, mortgage, restriction, charge or encumbrance of any kind. e. "Loan Documents" means those documents, instruments and agreements delivered pursuant to the Credit Agreement, and any other document, instrument or agreement executed to further evidence the Revolving Loan pursuant to the Credit Agreement, as same may be amended, modified, supplemented, or replaced from time to time. f. "Mortgage" means any mortgage, deed of trust, deed to secure debt or other encumbrance pursuant to which a Person's right, title and interest in, among other things, real property, is conveyed to secure an obligation to repay indebtedness. g. "Mortgage Loan" means a loan secured by a Mortgage. h. "Mortgage Loan Documents" means all agreements executed in connection with a Mortgage Loan. i. "Ownership Interests" means: (i) the membership interests of any entity that is a limited liability company; (ii) the shares of stock of any entity that is a corporation; (iii) the general partnership interest and limited partnership interests of any entity that is a limited partnership; and (iv) general partnership interests in any entity that is a general partnership. j. "Organizational Documents" means for any corporation, partnership, trust, limited liability company, limited liability partnership, unincorporated association, business or other legal entity, the documents pursuant to which such entity has been established or organized, as such documents may be amended from time to time. k. "Proceeds" shall have the meaning ascribed to such term in the Uniform Commercial Code of the State of New York. 3. Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), of the obligations under the Credit Agreement and other Loan Documents, of every nature, now or hereafter existing under or arising out of or in connection with the Credit Agreement and the other Loan Documents and all renewals or extensions thereof, whether for principal, interest, fees, expenses, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created, or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Administrative Agent as a preference, fraudulent transfer, or otherwise, and all obligations of every nature of Pledgor now or hereafter existing under this Agreement (all such obligations of Pledgor, being referred to herein, singly and collectively, as the "Secured Obligations"). View More

Certain Definitions. For purposes of this Warrant Agreement, the following terms shall have the following meanings: 9.1 "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law or executive order to remain closed. 9.2 "Common Stock" means (i) the Company's shares of Common Stock and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such C...ommon Stock. 9.3 "Control" (including the terms "controlling", "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 9.4 "Expiration Date" means the date that is the five-year anniversary of the Issuance Date (or March 18, 2020) or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a "Holiday"), the next date that is not a Holiday, as the same may be extended pursuant to Section 3.3.7. 9.5 "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof. 9.6 "Principal Market" means the principal securities exchange or securities market on which the Common Shares are then traded. [Remainder of page intentionally left blank. Signature page follows.] View More

Certain Definitions. For purposes of this Note, the following terms shall have the following meanings: (a) "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed. (b) "Closing Date" shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially issued Notes pursuant to the terms of the Securities Purchase Agreement. (c) "Common Stock" means (i) the C...ompany's shares of common stock, $0.0001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock. (d) "Conversion Price" shall mean $1.49. (e) "Conversion Amount" means the outstanding and unpaid Principal plus any accrued but unpaid Interest thereon. (f) "GAAP" means United States generally accepted accounting principles, consistently applied. (g) "Interest Rate" means simple interest at ten percent (10%) per annum, as may be adjusted from time to time in accordance with Section 2. (h) "Maturity Date" shall mean April 26, 2020. (i) "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof. (j) "SEC" means the United States Securities and Exchange Commission or the successor thereto. -9- (k) "Securities Purchase Agreement" means that certain securities purchase agreement, dated as of the Closing Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time. (l) "Security Agreement" means that certain security agreement, dated as of the Closing Date, by and among the Company and the initial holders of the Notes, as may be amended from time to time. (m) "Security Documents" has the meaning given to it in the Security Agreement. View More

Certain Definitions. As used in this Agreement: (a) "Affiliate" shall mean any "Affiliate" as defined in Rule 12b-2 promulgated by the SEC under the Exchange Act, including, for the avoidance of doubt, persons who become Affiliates subsequent to the Effective Date; 13 (b) "Associate" shall mean any "Associate" as defined in Rule 12b-2 promulgated by the SEC under the Exchange Act, including, for the avoidance of doubt, persons who become Associates subsequent to the Effective Date; (c) "beneficial owner", "beneficia...l ownership" and "beneficially own" shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; (d) "business day" shall mean any day other than a Saturday, Sunday or day on which the commercial banks in the State of New York are authorized or obligated to be closed by applicable law; (e) a "Change of Control" transaction shall be deemed to have taken place if (i) any person is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the equity interests and voting power of the Company's then-outstanding equity securities or (ii) the Company enters into a stock-for-stock transaction whereby immediately after the consummation of the transaction the Company's stockholders retain less than fifty percent (50%) of the equity interests and voting power of the surviving entity's then-outstanding equity securities; (f) "Confidential Information" shall mean all information that is understood to be confidential by a reasonable person by the context of its disclosure and/or its content, scope or nature that is entrusted to or obtained by a director of the Company by reason of his or her position as a director of the Company, including, but not limited to, discussions or matters considered in meetings of the Board or Board committees; provided, however, Confidential Information shall not include information that (i) at the time of disclosure is, or as of and at such time such disclosure thereafter becomes, generally available to the public other than as a result of any material breach of this Agreement by Hammann or any of his Representatives or any director's noncompliance with the Company Policies; (ii) at the time of disclosure is, or as of and at such time such disclosure thereafter becomes, available to Hammann or his Representatives on a non-confidential basis from a third-party source, provided that, to Hammann's or his Representative's knowledge, such third-party is not and was not prohibited from disclosing such Confidential Information to Hammann or his Representative by any applicable law or contractual obligation; (iii) was legally obtained by Hammann or his Representatives prior to being disclosed by or on behalf of a director of the Company (whether or not a New Director); or (iv) was or is independently developed by Hammann or any of his Representatives without reliance on, or reference to, any Confidential Information. (g) "Extraordinary Transaction" shall mean any equity tender offer, equity exchange offer, merger, acquisition, business combination, or other transaction with a Third Party that, in each case, would result in a Change of Control (as defined below) of the Company, liquidation, dissolution or other extraordinary transaction involving a majority of its equity securities or a majority of its assets, and, for the avoidance of doubt, including any such transaction with a Third Party that is submitted for a vote of the Company's stockholders; 14 (h) "person" or "persons" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind, structure or nature; and (i) "Representative" shall mean a person's Affiliates and Associates and its and their respective directors, officers, employees, partners, members, managers, consultants, legal or other advisors, agents and other representatives; provided, that when used with respect to the Company, "Representatives" shall not include any non-executive employees; and (j) "Voting Securities" means the Common Stock and any other securities of the Company entitled to vote in the election of directors. View More

Certain Definitions. Unless otherwise defined herein, each capitalized term used in this Agreement shall have the meaning ascribed to that term in the 2016 Omnibus Incentive Plan (the "Plan"). The following capitalized terms shall have the respective meanings set forth below:  (a) "Business Partner" shall have the meaning ascribed thereto in Section 8.  (b) "Cause" shall be defined as it is in the then current WWE Severance Policy (or if WWE does not then have a Severance Policy in place, then as defined in the cu...rrent WWE Severance Policy attached as Exhibit A). The inclusion of "sub-standard job performance" in this definition of "Cause" (or any provision in future iterations of the WWE Severance Policy that has the same meaning) is expressly excluded for purposes of the Clawback provided in Section 12. Such exclusion shall not affect any other rights of the Company under any other clause of the definition of "Cause". (c) "Change in Control" shall have the meaning ascribed to that term in Section 2.07 of the Plan. (d) "Competitive Activity" shall have the meaning ascribed thereto in Section 7. (e) "Competitor" shall have the meaning ascribed thereto in Section 7. (f) "Confidential Information" shall have the meaning ascribed thereto in Section 10. (g) "Dividend Units" shall have the meaning ascribed thereto in Section 4. (h) "Executive Account" shall have the meaning ascribed thereto in Section 2(b). (i) "Market Price" shall have the meaning ascribed thereto in Section 4. (j) "Non-Compete Period" shall have the meaning ascribed thereto in Section 7. (k) "Non-Solicit Period" shall have the meaning ascribed thereto in Section 8. (m) "Other Executive Obligations" shall mean any confidentiality, non-disparagement, work for hire or other agreement, Company policy, Code of Conduct (including, without limitation, any conflict of interest policies included therein) or plan to which the Executive is now or may in the future be a party or be subject. (n) "Performance-adjusted PSUs" shall have the meaning ascribed thereto in Section 3(a). (o) "Prospective Business Partner" shall have the meaning ascribed thereto in Section 8. (p) "PSU" shall mean a Performance Stock Unit under which Executive shall have the right to receive Shares and Dividend Units and other dividends and distributions thereon, accruing as a result of such PSU, upon vesting based on achievement of specified performance criteria and additional time vesting requirements. (q) "Shares" shall mean the shares of the Company's Class A Common Stock, including and such shares issuable upon the vesting of a PSU or Dividend Unit. (r) "Tranche 1 PSUs" shall mean those PSUs granted on the date hereof, the terms of which are set forth on Exhibit A hereof. (s) "Tranche 2 PSUs" shall mean those PSUs to be granted pursuant to Section 2, the terms of which are set forth on Exhibit B hereof. (t) "WWE Affiliates" shall have the meaning ascribed thereto in Section 8. (b) Each PSU shall be recorded in a PSU bookkeeping account maintained by the Company in the name of Executive (the "Executive Account"). The Company's obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made. The rights of Executive under this Agreement shall be no greater than those of a general unsecured creditor of the Company. Executive shall have no rights as a stockholder of the Company by virtue of any PSU unless and until the performance measures therefor are met and certified to by the Company's Compensation Committee and such PSU vests and resulting Shares are issued to Executive, and i. All terms and conditions stated in the Plan and all those stated in this Agreement shall apply to each PSU and Dividend Unit; ii. No PSU or Dividend Unit may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed by Executive; and iii. Each PSU and Dividend Unit shall remain restricted and subject to forfeiture unless and until it has vested in Executive in accordance with the Plan and this Agreement. View More

Certain Definitions. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings: (a) "Expiration Date" shall mean the earliest to occur of (i) such date and time as the Merger shall become consummated in accordance with the terms and provisions of the Merger Agreement; (ii) the termination of the Merger Agreement; (iii) any amendme...nt to the Merger Agreement that modifies the amount, form or timing of payment of the Merger Consideration in a manner adverse to the Shareholders or (iv) the mutual agreement of the parties hereto. (b) "Shares" shall mean, with respect to any Shareholder, (i) all ordinary shares of the Company of which such Shareholder is the record or beneficial owner as of the date hereof as set forth on Exhibit A attached hereto, (ii) all ordinary shares issuable upon conversion, exercise or exchange of options, warrants and/or other rights to acquire ordinary shares of the Company of which such Shareholder is the record or beneficial owner as of the date hereof, and (iii) all additional ordinary shares of the Company and ordinary shares issuable upon conversion, exercise or exchange of options, warrants and/or other rights to acquire ordinary shares of the Company of which such Shareholder acquires record or beneficial ownership during the period from the date of this Agreement through the Expiration Date (including by way of share dividend or distribution, split-up, recapitalization, combination, exchange of shares and the like). (c) "Transfer" A Person shall be deemed to have effected a "Transfer" of a Share if such Person directly or indirectly (i) sells, pledges, assigns, grants an option with respect to, transfers, tenders or disposes (by merger, by testamentary disposition, by operation of Law or otherwise) of such Share or any interest in such Share, (ii) creates any Liens over the Shares, other than restrictions imposed by applicable Law or pursuant to this Agreement or the Merger Agreement (or the transactions contemplated thereby), (iii) deposits any Shares into a voting trust or enters into a voting agreement or arrangement or grant any proxy, power of attorney or other authorization with respect thereto that is inconsistent with this Agreement, or (iv) agrees or commits (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i) through (iii). View More

Certain Definitions. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings: (a) "Expiration Date" shall mean the earliest to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to Article VIII thereof, (ii) such date and time as the Merger shall become effective in accordance wit...h the terms and provisions of the Merger Agreement, and (iii) such date and time as the Merger Agreement shall have been amended, without the Shareholder's consent in a manner adverse to the Shareholder, including, without limitation, a decrease in the amount of the Merger Consideration. (b) "Shares" shall mean (i) all equity securities and equity interests (including common shares) of the Company owned (beneficially or of record) by the Shareholder as of the date hereof, and (ii) all additional equity securities and equity interests (including common shares) of the Company of which the Shareholder acquires beneficial or record ownership during the period from the date of this Agreement through the Expiration Date (including by way of bonus issue, share dividend or distribution, sub-division, recapitalization, consolidation, exchange of shares and the like). (c) "Transfer" A Person shall be deemed to have effected a "Transfer" of a Share if such Person directly or indirectly (i) sells, pledges, encumbers, exchanges, assigns, grants an option with respect to, transfers, tenders or otherwise disposes of such Share or any interest in such Share (including by gift, merger or operation of law), or (ii) enters into an agreement, arrangement or commitment providing for the sale of, pledge of, encumbrance of, exchange of, assignment of, grant of an option with respect to, transfer, tender of or other disposition of such Share or any interest therein (including by gift, merger or operation of law). View More

Certain Definitions. All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement or the Investor Note, as applicable.