Defined Terms Contract Clauses (16,906)

Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given them in the Plan.Section 2. Authority to Amend the Plan. Pursuant to Article XII of the Plan, the Board may amend the Plan at any time for any purpose, which may at the time be permitted by law. The Board has determined that this Amendment does not materially and adversely affect any Participant's rights under any outstanding Award, and as such, Participant approval is not required to effectuate... this Amendment. Section 3. Amendment to the Plan. Section 4.1 of the Plan is hereby amended by deleting the first sentence of such section in its entirety and replacing such sentence with the following, in order to increase the number of shares of Common Stock reserved for issuance with respect to Awards:"The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed 27,000,000 (subject to any increase or decrease pursuant to Section 4.2) (the "Share Reserve"), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both."Section 4. Effect on the Amendment. Except as expressly amended hereby, the Plan shall remain in full force and effect. Any reference to the Plan contained in any notice, request or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require. Section 5. Governing Law. This Amendment shall be construed and interpreted in accordance with the laws of the State of Delaware (without reference to any choice of law rules that would require the application of the laws of any other jurisdiction).Section 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. * * * * * EX-10.2 3 amendmenttotsqomnibusincen.htm EX-10.2 DocumentAMENDMENT TO THETOWNSQUARE MEDIA, INC.2014 OMNIBUS INCENTIVE PLANJanuary 27, 2021This Amendment (this "Amendment") to the Townsquare Media, Inc. 2014 Omnibus Incentive Plan (the "Plan"), dated as of January 27, 2021, has been approved by the board of directors and the holders of a majority of the issued and outstanding shares of Townsquare Media, Inc., a Delaware corporation (the "Company"). AMENDMENTSection 1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given them in the Plan.Section 2. Authority to Amend the Plan. Pursuant to Article XII of the Plan, the Board may amend the Plan at any time for any purpose, which may at the time be permitted by law. The Board has determined that this Amendment does not materially and adversely affect any Participant's rights under any outstanding Award, and as such, Participant approval is not required to effectuate this Amendment. Section 3. Amendment to the Plan. Section 4.1 of the Plan is hereby amended by deleting the first sentence of such section in its entirety and replacing such sentence with the following, in order to increase the number of shares of Common Stock reserved for issuance with respect to Awards:"The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed 27,000,000 (subject to any increase or decrease pursuant to Section 4.2) (the "Share Reserve"), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both."Section 4. Effect on the Amendment. Except as expressly amended hereby, the Plan shall remain in full force and effect. Any reference to the Plan contained in any notice, request or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require. Section 5. Governing Law. This Amendment shall be construed and interpreted in accordance with the laws of the State of Delaware (without reference to any choice of law rules that would require the application of the laws of any other jurisdiction).Section 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes. * * * * * View More

Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the HGC Credit Agreement. SECTION 2. Amendments to the HGC Credit Agreement. (a)Amendment to Defined Term. The following definition is hereby amended and restated in its entirety to read as follows:"Sponsor" means MIC Hawaii Holdings LLC. SECTION 3. Effective Date. This Amendment No. 3 shall become effective on the date (the "Effective Date") on which conditions set forth in this Section 3 have been... satisfied:(a)the Administrative Agent shall have received (i) a counterpart of this Amendment No. 3, executed and delivered by a Responsible Officer of the Borrower and (ii) counterparts of this Amendment No. 3, executed and delivered by each Extending Lender, which Lenders shall constitute the Required Lenders;(b)no Default shall have occurred and be continuing on the Effective Date; (c)the representations and warranties contained in the HGC Credit Agreement that are qualified by materiality shall be true and correct on and as of the date of such extension and after giving effect thereto, and such representations and warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the date of such extension and after giving effect thereto, in each case as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, true and correct in all material respects as of such specific date (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) and, the representations and warranties contained in Section 5.15 of the HGC Credit Agreement shall be deemed to refer to the 2most recent statements delivered pursuant to clauses (a) and (b) of Section 6.1 of the HGC Credit Agreement); (d)the Administrative Agent shall have received a certificate executed and delivered by a Responsible Officer of the Borrower certifying as to the matters set forth in clauses (b) and (c) above; and(e)the Borrower shall have paid (i) to the Administrative Agent, for the account of each Lender party hereto, an amendment fee in an amount equal to 0.025% of such Lender's outstanding Loans as of the Effective Date, which extension fee once paid shall be fully earned and nonrefundable and (ii) all other fees and reasonable expenses of the Administrative Agent and the Lenders required under the HGC Credit Agreement and any other Loan Document to be paid on or prior to the Effective Date (including reasonable fees and expenses of counsel) in connection with this Amendment No. View More

Defined Terms. Capitalized terms used but not defined in this Agreement shall have the meaning set forth for those terms in the Plan.

Defined Terms. Terms used in this Sublease which are not specifically defined herein shall have the same meaning as they have in the Master Lease.

Defined Terms. Except as otherwise expressly provided herein, all defined terms shall have the same meanings as provided in the Lease.

Defined Terms. All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein, or, if not defined therein, in the Indenture (as defined in the Agreement). "Removal Cut-Off Date" shall mean, with respect to the Removed Accounts, December 31, 2015. "Removal Date" shall mean, with respect to the Removed Accounts, February 14, 2016. "Removal Notice Date" shall mean, with respect to the Removed Accounts, February 5, 2016.

Defined Terms. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the New Note or Security Agreement (as defined herein); and (b) the following terms have the meanings set forth in this Section 1: "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of... this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. "Closing Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to: (i) the Holders' obligations to surrender the Original Note and (ii) the Company's obligations to deliver the New Note have been satisfied or waived. "Commission" means the United States Securities and Exchange Commission. "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. "Conversion Price" shall have the meaning ascribed to such term in the New Note. "Conversion Shares" means the shares of Common Stock issuable upon the conversion of the New Note. "Encumbrances" shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "New Note" means the Secured Convertible Note due, subject to the terms therein, on the one-year anniversary of the date on which it is issued, as issued by the Company to the Holder hereunder, in an aggregate principal amount equal to the sum of (i) the principal amount of the Original Notes, plus (ii) the accrued and unpaid interest on the Original Notes up to the Business Day immediately preceding the Closing Date, which New Note shall be in the form of Exhibit A attached hereto. 1 "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. "Required Approvals" shall have the meaning ascribed to such term in Section 4(d). "Required Minimum" means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the New Note, ignoring any conversion or exercise limits set forth therein. "Securities" means the New Note and the Conversion Shares. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Security Agreement" means that certain Amended and Restated Security Agreement, dated as of the date first set forth above, among the Company and the secured parties, as named therein. "Trading Day" means a day on which the principal Trading Market is open for trading. "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or any tier of the OTC Markets Inc. (or any successors to any of the foregoing). "Transaction Documents" means this Agreement, the New Note, the Security Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder. View More

Defined Terms. Unless otherwise defined herein, terms defined in the Existing Forbearance Agreement or the Loan Agreement and used herein shall have the respective meanings given to them in the Existing Forbearance Agreement or the Loan Agreement, as applicable.

Defined Terms. Initially capitalized terms used herein and not defined herein that are defined in the Credit Agreement shall have the meanings assigned to them in the Credit Agreement (as amended hereby).

Defined Terms. Except as explicitly set forth in this First Amendment, each initially capitalized term when used herein shall have the same respective meaning as is set forth in the Lease.