Westwood One Inc /De/ Sample Contracts

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EXHIBIT 10.4 CREDIT AGREEMENT dated as of March 3, 2004
Credit Agreement • March 15th, 2004 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
DATED AS OF
Management Agreement • June 4th, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services • Delaware
AMONG
Agreement and Plan of Merger • June 4th, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
AMENDED AND RESTATED CREDIT AGREEMENT among
Credit Agreement • November 8th, 1996 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
RECITALS:
Employment Agreement • March 16th, 2005 • Westwood One Inc /De/ • Services-amusement & recreation services
Article 1 Services
Representation Agreement • June 4th, 1999 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
WESTWOOD ONE, INC. 7,000,000 Shares Common Stock ($0.01 par value per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 17th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York

Westwood One, Inc., a Delaware corporation (the “Company”), proposes to issue and sell, and each person or entity (each, a “Selling Stockholder”) identified as a Selling Stockholder in Schedule C annexed hereto, proposes to sell, to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 7,000,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, of which 6,500,000 Firm Shares are to be issued and sold by the Company and an aggregate of 500,000 are to be sold by the Selling Stockholders. The number of Firm Shares to be sold by each Selling Stockholder is the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto. In addition, solely for the purpose of covering over-allotments, the Selling Stockholders propose to grant to the Underwriters the option to purchase from the Selling Stockholders up to an ad

ISDA® International Swaps and Derivatives Association, Inc. MASTER AGREEMENT dated as of September 27, 2004
Master Agreement • September 29th, 2004 • Westwood One Inc /De/ • Services-amusement & recreation services • New York

MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED and NORMAN J. PATTIZ (the “Counterparty”) have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

EMPLOYMENT AGREEMENT
Employment Agreement • May 21st, 2012 • Dial Global, Inc. /De/ • Radio broadcasting stations • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • New York
DIAL GLOBAL, INC. EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2011 • Dial Global, Inc. /De/ • Radio broadcasting stations • California

THIS EMPLOYMENT AGREEMENT is made as of December 20, 2011, by and between Dial Global, Inc., a Delaware corporation (the “Company”), and Ken Williams (“Executive”).

REGISTRATION AGREEMENT
Registration Agreement • October 27th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • Delaware

This REGISTRATION AGREEMENT (this “Agreement”), dated as of October 21, 2011, is made by and among (i) Westwood One, Inc., a Delaware corporation (the “Corporation”), (ii) Triton Media Group, LLC, a Delaware limited liability company (“Triton Media” and, together with any Person who executes a counterpart to, or otherwise agrees in writing to be bound by, this Agreement with the prior written consent of Triton Media, “Triton”), and (iii) Gores Radio Holdings, LLC, a Delaware limited liability company (“Gores Radio” and, together with any Person who executes a counterpart to, or otherwise agrees in writing to be bound by, this Agreement with the prior written consent of Gores Radio, “Gores”). Triton and Gores are collectively referred to herein as the “Securityholders.” Capitalized terms used but not defined herein have the meanings set forth in Section 9 below.

STOCK OPTION AGREEMENT
Stock Option Agreement • December 9th, 2005 • Westwood One Inc /De/ • Services-amusement & recreation services

This Agreement is dated as of [date] and is entered into by and between Westwood One, Inc. (“Westwood” or “Company”) and [name] (“Participant”). Reference is made to the Company’s 2005 Equity Compensation Plan, as amended (the “Plan”). Pursuant to the Plan, the Company grants a Non-Qualified Stock Option (also referred to as a “Stock Option” herein) to purchase shares of the Common Stock, $.01 par value per share, of the Company (“Common Stock”) as set forth below. A summary is set forth in the attached Exhibit “A” which is incorporated by this reference.

WESTWOOD ONE, INC. WAIVER AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase • November 12th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • New York

THIS WAIVER AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of October 14, 2009, by and among Westwood One, Inc., a Delaware corporation (the “Company”), and the financial institutions that hold the Notes (collectively, the “Noteholders”). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Securities Purchase Agreement (defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2007 • Westwood One Inc /De/ • Services-amusement & recreation services • New York

This agreement (“Agreement”) is entered into by and between David Hillman (“Employee”) and Westwood One, Inc., a Delaware corporation (the “Company”).

WESTWOOD ONE, INC. WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT
Agreement • November 12th, 2009 • Westwood One Inc /De/ • Services-amusement & recreation services • California

THIS WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is made and entered into as of October 14, 2009, by and among Westwood One, Inc., a Delaware corporation (the “Company”), the lenders under the Credit Agreement (defined below) (the “Lenders”) that are signatory hereto, and Wells Fargo Foothill, LLC, as administrative agent for the Lenders (“Administrative Agent”). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Credit Agreement (defined below).

SECOND AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
Credit Agreement • November 20th, 2012 • Dial Global, Inc. /De/ • Radio broadcasting stations • New York

This Second Amendment and Limited Waiver (“Agreement”) to Credit Agreement is entered into as of November 15, 2012 (the “Second Amendment Effective Date”), by and among DIAL GLOBAL, INC. (f/k/a WESTWOOD ONE, INC.), a Delaware corporation (the “Borrower”), and the Lenders party hereto.

RESTRICTED STOCK UNIT AGREEMENT UNDER THE WESTWOOD ONE, INC. 2005 EQUITY COMPENSATION PLAN
Restricted Stock Unit Agreement • March 17th, 2006 • Westwood One Inc /De/ • Services-amusement & recreation services • New York

THIS AGREEMENT, made as of the ___day of [month], [year], by and between Westwood One, Inc., a Delaware corporation (the “Company”) and [name] (the “Participant”).

Verge Media Companies, Inc. 15303 Ventura Boulevard, Suite 1500 Sherman Oaks, CA 91403
Westwood One Inc /De/ • October 27th, 2011 • Services-amusement & recreation services • Delaware

Reference is hereby made to that certain Merger Agreement, dated as of July 30, 2011 (as modified by that certain letter agreement dated August 13, 2011 among the parties thereto, the "Merger Agreement”), by and among Westwood One, Inc. (“Parent”), Radio Network Holdings, LLC (“Merger Sub”), and Verge Media Companies, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Merger Agreement. In connection with the consummation of the transactions contemplated by the Merger Agreement, each of Parent, Merger Sub and the Company agrees as follows:

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 29th, 2011 • Westwood One Inc /De/ • Services-amusement & recreation services • Delaware

This Transition Services Agreement (this “Agreement”) is made as of April 29, 2011 (the “Effective Date”) between Westwood One, Inc., a Delaware corporation (“WON”) and Clear Channel Acquisition LLC (“Clear Channel”).

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