Definitions

Definitions. Capitalized terms in this Agreement will have the meaning ascribed to such terms in the Purchase Agreement, except as otherwise provided herein.

Definitions. Unless otherwise defined herein, terms that are capitalized and used throughout this Amendment are defined in Section 1.1(b) of the Agreement.

Definitions. The net amount of any Eligible Account against which the Borrower may borrow shall exclude all returns, discounts, credits, and offsets of any nature. Unless otherwise agreed to by the Bank in writing, Eligible Accounts do not include Accounts: (1) which are not owned by the Borrower free and clear of all Liens, constructive trust, statutory priorities not in favor of the Bank, and claims of Persons other than the Bank; (2) with respect to which the Account Debtor is an Affiliate of the... Borrower or otherwise affiliated with or related to the Borrower, including without limitation, any employee, officer, director, Equity Owner or agent of the Borrower; (3) with respect to which goods are placed on consignment, guaranteed sale, bill-and-hold, sale-and-return, sale on approval, cash-on-delivery or other terms by reason of which the payment by the Account Debtor may be conditional; (4) with respect to which the Account Debtor is not a resident of the United States, except to the extent such Accounts are otherwise Eligible Accounts and are supported by insurance, bonds or other assurances satisfactory to the Bank; (5) subject to the U.S. Office of Foreign Asset Control Special Designated Nationals and Blocked Person's List, or with respect to which the Account Debtor is otherwise a Person with whom the Borrower or the Bank is prohibited from doing business by any applicable Legal Requirement; (6) which are not payable in U.S. Dollars; (7) with respect to which the Borrower is or may become liable to the Account Debtor for goods sold or services rendered by the Account Debtor to the Borrower; (8) which are subject to dispute, counterclaim, deduction, withholding, defense, or setoff; (9) with respect to which the goods have not been shipped or delivered, or the services have not been rendered, to the Account Debtor, or which otherwise constitute pre-billed Accounts; (10) which constitute retainage, or are bonded Accounts; (11) with respect to which the Bank determines the creditworthiness, financial or business condition of the Account Debtor to be unsatisfactory; (12) of any Account Debtor who is the subject of any state or federal bankruptcy, insolvency, or debtor-in-relief acts, or who has had appointed a trustee, custodian, or receiver for the assets of such Account Debtor, or who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due; (13) with respect to which the Account Debtor is the United States government or any department or agency of the United States; (14) otherwise determined to be ineligible by the Bank (15) which have not been paid in full within ninety (90) days from the invoice date; and (16) due from any one Account Debtor to the extent such Accounts constitute more than 15% of all Eligible Accounts. In no event will the balance of any Account of any single Account Debtor be eligible whenever the portion of the Accounts of such Account Debtor which have not been paid within ninety (90) days from the invoice date is in excess of 20% of the total amount outstanding on all Accounts of such Account Debtor. View More

Definitions. (a) Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meanings given to them in the Indenture. (b) "Additional First Lien Agreement" shall have the meaning assigned to such term in the Security Agreement. (c) "Additional First Lien Obligations" shall have the meaning assigned to such term in the Security Agreement. (d) "Collateral" shall have the meaning provided in Section 2. (e) "Obligations" shall have the meaning assigned to such term in the... Security Agreement. (f) "Proceeds" and any other term used herein or in the Indenture without definition that is defined in the UCC has the meaning given to it in the UCC. (g) As used herein, the term "Equity Interests" shall mean, collectively, Stock and Stock Equivalents (each as defined in the Security Agreement). -2- (h) As used herein, the term "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. (i) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Pledge Agreement shall refer to this Pledge Agreement as a whole and not to any particular provision of this Pledge Agreement, and Section references are to Sections of this Pledge Agreement unless otherwise specified. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". (j) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. View More

Definitions. The following definitions in the Sales Agreement are amended and restated in their entirety: (a) The definition of "IDEA" found in Section 1 of the Sales Agreement is redefined to mean "the Electronic Data Gathering Analysis and Retrieval System of the Commission (EDGAR)." All references in the Sales Agreement to "IDEA" are replaced with "EDGAR." (b) The definition of "Exchange" found in Section 3 of the Sales Agreement is redefined to mean "the NASDAQ Capital Market, or any other national... securities exchange on which the Common Stock is then listed." View More

Definitions. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Glossary of Definitions in Section 2.1 and Exhibit 2.1 of the Loan Agreement.

Definitions. Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein. In addition, Section 1.1 of the Credit Agreement is amended by adding or amending, as the case may be, the following definitions: "Borrowing Base" means at any time the lesser of: (a) The Maximum Line Amount; or (b) Subject to change from time to time in the... Lender's sole discretion with prior written or telefacsimile notice to the Borrower, the sum of (i) the lesser of (A) 90% of the Net Orderly Liquidation Value of Eligible Inventory, and (B) either (1) between June 1 and August 31 in any year, 80% of Eligible Inventory, or (2) at all other times, 70% of Eligible Inventory; plus (ii) 50% of Eligible In-Transit Inventory; less (iii) Obligations that the Borrower owes to the Lender that have not yet been advanced on the Revolving Note, and the dollar amount that the Lender in its discretion believes is a reasonable determination of the Borrower's credit exposure with respect to Wells Fargo Affiliate Obligations. "Daily Three Month LIBOR" means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a three (3) month period. When interest is determined in relation to Daily Three Month LIBOR, each change in the interest rate shall become effective each Business Day that Wells Fargo determines that Daily Three Month LIBOR has changed. "Floating Rate" means an annual interest rate equal to the sum of the Daily Three Month LIBOR plus two percent (2.00%), which interest rate shall change whenever the Daily Three Month LIBOR changes. "LIBOR" means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8th of one percent (1%)) determined pursuant to the following formula: LIBOR = Base LIBOR 100% - LIBOR Reserve Percentage (i) "Base LIBOR" means the rate per annum for United States dollar deposits quoted by the Lender as the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by the Lender for the purpose of calculating effective rates of interest for loans making reference thereto, on the first day of an interest period for delivery of funds on said date for a period of time approximately equal to the number of days in such interest period and in an amount approximately equal to the principal amount to which such interest period applies. The Borrower understands and agrees that the Lender may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as the Lender in its discretion deems appropriate including the rate offered for U.S. dollar deposits on the London Inter-Bank Market. (ii) "LIBOR Reserve Percentage" means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor) for "Eurocurrency Liabilities" (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by the Lender for expected changes in such reserve percentage during the applicable interest period. "Maturity Date" means June 30, 2014. "Net Orderly Liquidation Value" means an appraisal by a professional appraiser as to the probable Net Cash Proceeds that could be realized at a properly advertised and professionally conducted liquidation sale, conducted under orderly sale conditions for an extended period of time (usually six to nine months), under the economic trends existing at the time of the appraisal. View More

Definitions. "Net Available Proceeds" means, (a) with respect to any Equity Issuance occurring on or prior to December 30, 2005, the aggregate amount of all cash received by the Borrowers and their Subsidiaries in respect of such Equity Issuance, net of any legal, title and recording tax expenses, financial advisory fees, commissions and other fees and expenses paid or payable by any such Person in connection therewith and (b) with respect to the Disposition in whole or in part of the Secure Products... Business, the aggregate amount of all cash received by the Borrowers and their Subsidiaries in respect of such Disposition in excess of $12,500,000, net of (i) any legal, title and recording tax expenses, financial advisory fees, commissions and other fees and expenses paid or payable by any such Person in connection therewith and (ii) any income or other taxes paid or reasonably estimated to be payable by any such Person as a result thereof. "Net Worth" means the shareholders' equity of MDC Partners and its Subsidiaries determined on a Consolidated basis in accordance with U.S. GAAP; provided that the calculation of such Consolidated shareholders' equity shall be adjusted to include an addition for any losses on sale or non-cash impairment charges recorded in connection with the Disposition in whole or in part of the Secure Products Business not to exceed $21,500,000. View More

Definitions. All capitalized terms used in this Agreement but which are not otherwise defined herein shall have the respective meanings given those terms in the Employment Agreement, as applicable.

Definitions. Unless otherwise required by the context in which any term appears: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word "including" shall mean "including, without limitation", (d) references to "Sections", "Schedules" and "Exhibits" shall be to sections, schedules and exhibits hereof; (e) the words "herein", "hereof" and "hereunder" shall refer to this Agreement as a... whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all schedules and exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time. View More