Defined Terms Contract Clauses (5,471)

Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) "Administrator" is defined in Section 13(a). (b) "Agreement" is defined in the preamble. (c) "Cause" shall mean the Executive's (i) personal dishonesty in connection with the performance of services for the Company, (ii) willful misconduct in connection with the performance of services for the Company, (iii) conviction for violation of any law involving (A) imprisonment that interferes with performan...ce of duties or (B) moral turpitude, (iv) repeated and intentional failure to perform stated duties, after written notice is delivered identifying the failure, and it is not cured within 10 days following receipt of such notice, (v) breach of a fiduciary duty to the Company, (vi) breach of the Proprietary Information and Invention Agreement or the Perceptron Executive Agreement Not to Compete, or (vii) engaging in activities detrimental to the interests of the Company that have a demonstrable adverse effect on the Company. 1 (d) "Claimant" is defined in Section 13(b). (e) "Code" is defined in Section 1. (f) "Company" is defined in the preamble. (g) "Continuation Period" is defined in Section 3. (h) "Disability" shall mean the Executive's inability to substantially perform for a continuous period exceeding six months the duties assigned to the Executive. The determination of Disability shall be made by a medical board-certified physician mutually acceptable to the Company and the Executive (or the Executive's legal representative, if one has been appointed), and if the parties cannot mutually agree to the selection of a physician, then each party shall select such a physician and the two physicians so selected shall select a third physician who shall make this determination. (i) "Executive" is defined in the preamble. (j) "Non-Competition Agreement" is defined in Section 7. (k) "Outside Date" is defined in Section 14. (l) "Prime Rate" is defined in Section 3(c). (m) "Proprietary Information and Invention Agreement" shall mean the Proprietary Information and Invention Agreement between the parties to this Agreement. (n) "Release" is defined in Section 3. (o) "Severance Benefits" is defined in Section 3(b). (p) "Termination of Employment" is defined in Section 3. View More

Defined Terms. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Any term used herein or in the Credit Agreement without definition that is defined in the UCC has the meaning given to it in the UCC. (b) "ABL Priority Collateral" shall have the meaning assigned that term in the ABL Intercreditor Agreement. (c) "Collateral" shall have the meaning provided in Section 2. (d) "Collateral Agent" shall have the mea...ning provided in the preamble hereto. (e) "Equity Interests" shall mean, collectively, Capital Stock and Stock Equivalents. (f) "Guarantee" shall have the meaning provided in the recitals hereto. 2 (g) "Holdings" shall have the meaning provided in the recitals hereto. (h) "Intercreditor Agreement" means the ABL Intercreditor Agreement and/or, in each case if executed, any First Lien Intercreditor Agreement and/or Second Lien Intercreditor Agreement and/or, as the context may require (each, an "Intercreditor Agreement" and collectively, the "Intercreditor Agreements"). (i) "Obligations" shall mean the Obligations (as defined in the Credit Agreement). (j) "Pledge Agreement" shall have the meaning provided in the preamble hereto. (k) "Pledged Debt" shall have the meaning provided in the recitals hereto. (l) "Pledged Shares" shall have the meaning provided in the recitals hereto. (m) "Pledgors" shall mean the Subsidiary Pledgors, Holdings, the Texas Intermediate Holdcos and the Borrower. (n) "Proceeds" has the meaning given to it in the UCC. (o) "Security Interest" shall have the meaning provided in Section 2. (p) "Subsidiary Pledgor" shall have the meaning provided in the recitals hereto. (q) "Termination Date" shall have the meaning ascribed thereto in Section 13(a). (r) "Texas Intermediate Holdcos" shall have the meaning provided in the recitals hereto. (s) "UCC" shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent's and the Secured Parties' security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions. (t) Sections 1.2, 1.5, 1.9 and 1.10 of the Credit Agreement are incorporated herein by reference, mutatis mutandis. View More

Defined Terms. As used in this Security Agreement, the following terms shall have the following meanings: "Ancillary Agreements" means the Security Agreement-Pledges that shall be executed by the Company and all of its subsidiaries in favor of the Secured Party, dated as of even date herewith and guarantees to be executed by any subsidiaries or entities that are owned by or controlled directly or indirectly by the Company as of the date of this Security Agreement or whenever thereafter acquired by the Company.... "Collateral" has the meaning specified in Section 2. "Event of Default" has the meaning specified in Section 10. "Proceeds" means all proceeds of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, Collateral, including, without limitation, all claims of the Company against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to any Collateral, in each case whether now existing or hereafter arising. 1 "Receivables" means all "accounts", "chattel paper", "instruments", "documents", "general intangibles" (including "payment intangibles") (as each such term is defined in the UCC) and other obligations owed to the Company of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and whether or not evidenced by a written agreement, and all rights now or hereafter existing in and to all security agreements, leases, and other contracts including support agreements (as such term is defined in the UCC) (all such written or unwritten agreements, security agreements, leases and other contracts, including all support agreements, being the "Related Contracts"), securing or otherwise relating to any such accounts, chattel paper, instruments, documents, general intangibles or other obligations. "Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether now or hereafter owed jointly or severally or as principal, Company, guarantor, surety or otherwise or as the equivalent obligor under the laws of any jurisdiction) of the Company pursuant to the terms of the Promissory Note, together with: (i) all costs, charges and expenses incurred by the Secured Party in connection with or arising out of the protection, preservation or enforcement of the Secured Party's rights under the Promissory Note; (ii) any modification, renewal or extension of or increase in any of those obligations or liabilities; (iii) any claim for damages or restitution in the event of rescission of any of those obligations or liabilities or otherwise in connection with the Promissory Note; (iv) any claim against the Company flowing from the recovery by the Company of a payment or discharge in respect of any of those obligations or liabilities on grounds of preference or otherwise; (v) all other amounts now or in the future owed by the Company to the Secured Party pursuant to the terms of the Promissory Note; and (vi) any amounts that would be included in any of the foregoing but for any discharge, non-provability, unenforceability or non-allowability of the same in any insolvency, bankruptcy or other proceedings. "Security Interest" means the security interest granted in accordance with Section 2, as well as all other security interests created or assigned as additional Collateral for the Secured Liabilities in accordance with the provisions of this Security Agreement or otherwise. "Subsidiary" or "Subsidiaries" means any legally existing entity that the Company owns in whole or if in part, has control of greater than a majority of the equity ownership and/or a majority voting control thereof. 2 "UCC" means the Uniform Commercial Code in effect from time to time in the State of Texas; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the Security Interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Texas, "UCC" means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Agreement relating to such perfection or effect of perfection or non-perfection. View More

Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Note.

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 s...atisfied:(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. All capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the LOC Agreement.

Defined Terms. All capitalized terms used in this Amendment shall, except where the context otherwise requires, have the meanings set forth in the Original Agreement as amended hereby.

Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.