Legal Definitions Dictionary


Disability 23k

Disability means total and permanent disability as defined in Section 22(e)(3) of the Code.

Employee 23k

Employee means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an Employee for purposes of the Plan.

Fair Market Value 23k

Fair Market Value means, as of any date, the value of Common Stock determined as follows:

Material Adverse Effect 22k

Material Adverse Effect means any event, change, occurrence, or effect that would have a material adverse effect on (i) the ability of the Seller Parties to perform their obligations under this Agreement, or (ii) the business, properties, assets, liabilities, results of operations or condition (financial or otherwise) of the Business, taken as a whole; provided, however, that for purposes of determining whether there has been or is reasonably likely to be a "Material Adverse Effect" for purposes of clause (ii), the results and consequences of the following events, occurrences, facts, conditions, changes, developments or effects shall not be taken into account (except in the case of clauses (a), (c), (d), (e), (f) and/or (g), that such change or development shall be taken into account to the extent, and only to the extent, that they have adversely affected the Business, taken as a whole, in a manner that is disproportionate to the degree that they have affected other television broadcast companies): (a) any changes to general economic conditions, or to the television broadcasting industry, in each case including such changes in any such conditions occurring in the Market of the Station, (b) the execution and delivery of this Agreement, the announcement of this Agreement (including the identity of the Buyer and its Affiliates) and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action expressly required by, or the failure to take any action expressly prohibited by, this Agreement or consented to by Buyer in writing (including in each case the impact thereof on relationships, contractual or otherwise, with agents, customers, suppliers, vendors, licensees, licensors, lenders, partners, employees or regulators, including the FCC), (c) any failure of the Business to meet internal or external projections or forecasts or any estimates of earnings, revenues or other metrics for any period (provided, however, that any event, occurrence, fact, condition, change, development or effect giving rise to such failure or change may be taken into account in determining whether there has been, or is reasonably likely to be, a Material Adverse Effect, except to the extent otherwise excluded hereunder), (d) any changes in the capital, financial or securities markets in the United States, (e) changes in Laws or generally accepted accounting principles (or the interpretation thereof), (f) the commencement, escalation or worsening of any war or armed hostilities or the occurrence of acts of terrorism or sabotage occurring after the date hereof affecting the United States, and (g) earthquakes, hurricanes, floods or other natural disasters affecting the United States.

Governmental Authority 22k

Governmental Authority means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

Director 21k

Director means a member of the Board.

Change in Control 21k

Change in Control means the occurrence of any of the following events:

Cause 20k

Cause means any of the following:

Closing Date 19k

Closing Date means the date on which the Closing occurs.

Indebtedness 18k

Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

Act 18k

Act means the Securities Act of 1933, as amended.

Change of Control 17k

Change of Control means the occurrence of any of the following events:

Option 17k

Option means a stock option granted pursuant to the Plan.

Shares 16k

Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

Trading Day 16k

Trading Day means a day on which the principal Trading Market is open for trading.

Holder 16k

Holder or "Holders" means the holder or holders, as the case may be, from time to time of Registrable Securities.

Board of Directors 15k

Board of Directors means the board of directors of the Company.

Default 15k

Default means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

Registration Statement 15k

Registration Statement means the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430A, as amended at the Execution Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be.

Confidential Information 15k

Confidential Information means any information that is treated as confidential by either party, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing, in each case to the extent it is: (a) if in tangible form, marked as confidential; or (b) otherwise, identified at the time of disclosure as confidential and confirmed in writing as such within two (2) days after disclosure. Without limiting the foregoing, Confidential Information of Licensee includes the terms and existence of this Agreement. Confidential Information does not include information that the Receiving Party can demonstrate by documentation: (w) was already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the Disclosing Party; (x) was or is independently developed by the Receiving Party without reference to or use of any of the Disclosing Party's Confidential Information; (y) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party or any of its Representatives; or (z) was received by the Receiving Party from a Third Party who was not, at the time, under any obligation to the Disclosing Party or any other Person to maintain the confidentiality of such information.