Definitions

Definitions. 1.1. "2014 Bridge Financing First Tranche" means the initial closing of the 2014 Bridge Financing, plus the closing of the BMP Bridge Amount. 1.2. "Affiliate" means of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or... managing members of, or shares the same management company with, such Person. 1.3. "BMP Bridge Amount" means $754,828.55. 1.4. "BMP Maximum Future Pro Rata Amount" means $453,509.09. 1.5. "Investor" means each of Boston Millennia Partners and the Other Major Preferred Holders. 1.6. "Maximum Amount" means $13,791,662.36. 1.7. "Pro Rata Amount" shall mean the product of (i) 19.21% and (ii) the aggregate dollar amount of capital invested by the Other Major Preferred Holders (other than the 2014 Bridge Financing First Tranche). 1.8. "Person" means an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity. 1.9. "Shares" means and includes any securities of the Company the holders of which are entitled to vote, including without limitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by an Investor, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. View More

Definitions. Each capitalized term not defined herein shall have the meaning given to it in the Plan.

Definitions. 1.3 "Clearances" mean any and all applicable rights, clearances, consents, licenses and permissions that are necessary for the provision of Sound Recordings (including the associated Core Metadata) and the underlying musical works through the Company Service as set forth herein, and for Company to receive the Sound Recordings and the underlying musical works from MediaNet, subject to third party restrictions.

Definitions. Your title and position with the Company will be Chief Executive Officer and President, and you will report directly to the Board. In addition, the Company will use its best efforts to ensure that you are appointed to the Board and you hereby agree to serve as a director of the Company. This is a full-time position and your place of employment will be at our headquarters in San Diego. Your start date will be May 1, 2014 or such other mutually agreeable date that may be determined (the "Start... Date"). While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. The Board is aware that you are currently engaged in the activities listed in Exhibit A attached hereto. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. View More

Definitions. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings assigned to them in the Plan.

Definitions. "1940 Act" means the Investment Company Act of 1940, as amended. "Additional Equus Shares" has the meaning set forth in Section 4(d) below. "Adverse Consequences" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, Liens, losses, expenses, and fees, including court costs and reasonable attorneys'... fees and expenses. 1 "Agreement" has the meaning set forth in the preface above. "BDC" means a business development company as defined under the 1940 Act. "BDC Election" means the election by an Investment Company, pursuant to Section 54 of the 1940 Act, to be classified as a BDC. "Business Day" means any day that is not a Saturday or Sunday, or a day on which federally chartered banking institutions in New York City are required to be closed. "Code" means the Internal Revenue Code of 1986, as amended, or any successor Federal tax code. Any reference to any provision of the Code shall also be deemed to be a reference to any successor provision or provisions thereof. "Closing" has the meaning set forth in Section 2(d) below. "Closing Date" means the date of the Closing. "Commission" means the U.S. Securities and Exchange Commission. "Confidential Information" means any information concerning the businesses and affairs of each Party that is not already generally available to the public except as a result of a breach of this Agreement by the other Party. "Consolidation" has the meaning set forth in Section 4(a) below. "Corrected NAV" has the meaning set forth in Section 2(c) below. "Demand Registration Notice" has the meaning set forth in Section 6(e) below. "Environmental Laws" means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, "Hazardous Materials") into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. "Equus" has the meaning set forth in the preface above. 2 "Equus 8-K Filing" has the meaning set forth in Section 6(c) below. "Equus Shares" means the shares of common stock of Equus as set forth in Section 2(a) below, par value $0.001 per share. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor law and all rules and regulations from time to time promulgated thereunder. Any reference to any provision of ERISA shall also be deemed to be a reference to any successor provision or provisions thereof. "Exchange" has the meaning set forth in the Recitals above. "Events of Reorganization" has the meaning set forth in Section 4 below. "Fairness Opinion" has the meaning set forth in Section 3(t) below. "Indemnified Party" has the meaning set forth in Section 8(c) below. "Indemnifying Party" has the meaning set forth in Section 8(c) below. "Investment Company" has the meaning set forth in the 1940 Act. "Jenner" has the meaning set forth in Section 2(d) below. "Knowledge" means actual knowledge after reasonable investigation. "Liability" means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due). "Lien" means any mortgage, pledge, lien, security interest, charge, or encumbrance. "Material Adverse Change" means any effect or change that is, or would reasonably be considered, materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of Equus or MVC, as the case may be. "MVC" has the meaning set forth in the preface above. "MVC Shares" means the shares of common stock of MVC as determined pursuant to Section 4(b) below, par value $0.01 per share. "Multiemployer Plan" shall have the meaning set forth in Section 4001(a)(3) of ERISA. "NAV" means the net asset value per share of Equus or MVC common stock, as applicable, as of the relevant date. 3 "NAV Calculation Date" has the meaning set forth in Section 2(b) below. "NAV Correction Date" has the meaning set forth in Section 2(c) below. "Ordinary Course of Business" means the ordinary course of business consistent with past custom and practice. "Parties" and "Party" have the meanings set forth in the preface above. "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. "Plan" means at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (i) maintained by Equus, MVC or their respective subsidiaries for employees of Equus, MVC or their respective subsidiaries, as applicable, or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which Equus, MVC or their respective subsidiaries is then making or accruing an obligation to make contributions or has within the preceding 5 plan years made contributions. "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof). "Plan of Reorganization" has the meaning set forth in Section 4 below. "Registrable Securities" has the meaning set forth in Section 6(e) below. "Registration Procedures" has the meaning set forth in Section 6(e) below. "Regulatory Filings" has the meaning set forth in Section 3(h) below. "Reorganization" has the meaning set forth in Section 2(a)(33) of the 1940 Act. "RIC" means a regulated investment company as defined pursuant to the Code. "Securities" means either of the Equus Shares or the MVC Shares, as the context may require. "Securities Act" means the Securities Act of 1933, as amended. "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended. "Shelf Registration Notice" has the meaning set forth in Section 6(g) below. 4 "Tax" or "Taxes" means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not. "Third Party Claim" has the meaning set forth in Section 8(c) below. "Unwinding" has the meaning set forth in Section 6(j) below. "Unwinding Period" has the meaning set forth in Section 6(j) below. View More

Definitions. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement as amended hereby and together with all amended exhibits and updated schedules and appendices thereto are used herein as defined therein.

Definitions. All capitalized words used herein have the following meanings: a. "Agreement" means this Carolco-Mario Kassar Agreement. b. "Carolco" means Carolco Pictures. c. "Kassar" means Mario Kassar. d. "Picture" or "Pictures" means any film in the "Rambo" franchise, "SMITE" franchise or other feature length motion picture property introduced to Carolco by Kassar. e. "Effective Date" means the date of execution of this Agreement as shown at the end hereof. f. "Term" means the period commencing on the... Effective Date and continuing until Kassar dies or is permanently disabled. View More

Definitions. "Affiliate" means with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by or is under common control with such first Person, including without limitation any general partner, limited partner, manager, managing member, member, officer, director or employee of such Person, and any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management... company with, such first Person. For purposes of this definition, the term "control" when used with respect to any Person means the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. Notwithstanding anything to the contrary in (but without limiting) the foregoing, (i) each member of the Beacon Bioventures Group (as defined below) shall be deemed an Affiliate of Beacon Bioventures (as defined below) for purposes of this Agreement, and (ii) (A) each Wellington Investor shall be deemed to be an "Affiliate" of each other Wellington Investor, and (B) an entity that is an "Affiliate" of a Wellington Investor shall not be deemed to be an "Affiliate" of any other Wellington Investor unless such entity is a Wellington Investor (and, for the avoidance of doubt, an "Affiliate" of such entity shall not be deemed an "Affiliate" of any Wellington Investor solely by virtue of being an "Affiliate" of such entity). View More

Definitions. All terms not expressly defined in this Sublease shall have the meanings given to them in the Prime Lease. For all purposes of this Sublease, except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined include the plural as well as the singular, (ii) all accounting terms not otherwise defined herein or in the Prime Lease have the meanings assigned to them in accordance with generally accepted accounting principles as are at the time applicable, (iii)... all references in this Sublease to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Sublease, (iv) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Sublease as a whole and not to any particular Article, Section or other subdivision, (v) the words "include" and "including" shall mean "including without limitation", (vi) the term "and/or" is to be construed to mean that both cases apply or, either the first or the second case applies, as the circumstances may require, and (vii) the term "attorneys' fees" (or any variation thereof) includes all court costs, disbursements and expert fees incurred by the party retaining such attorney. If there be more than one person comprising Sublandlord or Subtenant, then the obligations hereunder imposed upon such persons shall be joint and several. All pronouns and variations thereof shall be deemed to refer to the masculine, feminine and neuter, as the identity of the party or parties may require. View More