NXST » Topics » ARTICLE 1: DEFINITIONS

This excerpt taken from the NXST 8-K filed Jul 7, 2008.

Section 1. Definitions

As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest Payment Date” means, with respect to the Initial Notes, each Interest Payment Date.

Closing Date” means the date of this Agreement.

Commission” means the Securities and Exchange Commission.

Consummate” means a registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes that were tendered by Holders thereof pursuant to the Exchange Offer.

Effectiveness Target Date” has the meaning set forth in Section 5.

Exchange Act” means the Securities Exchange Act of 1934, as amended.


Exchange Notes” means the Senior Subordinated PIK Notes due 2014 of the same series under the Indenture as the Initial Notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement, which term shall include any and all Note Guarantees related thereto.

Exchange Offer” means the registration by the Company under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement” means the Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exempt Resales” means the transactions in which the Initial Purchasers propose to sell the Initial Notes to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act, to certain institutional “accredited investors” as such term is defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act, and pursuant to Regulation S under the Securities Act. ‘

Guarantors” has the meaning set forth in the preamble hereto.

Holders” has the meaning set forth in Section 2(b) hereof.

Indemnified Holder” has the meaning set forth in Section 8(a) hereof.

Indenture” means the Indenture, dated as of June 30, 2008, among the Company, Nexstar, as the initial Guarantor, and The Bank of New York, as trustee (the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Notes” means the Senior Subordinated PIK Notes due 2014, of the same series under the Indenture as the Exchange Notes, including any and all Note Guarantees related thereto, for so long as such securities constitute Transfer Restricted Securities.

Initial Placement” means the issuance and sale by the Company of the Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement.

Initial Purchasers” has the meaning set forth in the preamble hereto.

Interest Payment Date” has the meaning set forth in the Indenture and the Notes.

Note Guarantee” has the meaning set forth in the preamble hereto.

Notes” means the Initial Notes and the Exchange Notes, including any and all Note Guarantees related thereto.

 

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Person” means an individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus” means the prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Purchase Agreement” has the meaning set forth in the preamble hereto.

Record Holder” means, with respect to any Damages Payment Date relating to the Notes, each Person who is a Holder of Notes on the record date with respect to the Interest Payment Date on which such Damages Payment Date shall occur.

Registration Default” has the meaning set forth in Section 5 hereof.

Registration Statement” means any registration statement of the Company relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities Act” means the Securities Act of 1933, as amended.

Shelf Filing Deadline” has the meaning set forth in Section 4 hereof.

Shelf Registration Statement” has the meaning set forth in Section 4 hereof.

Transfer Restricted Securities” means each Note, until the earliest to occur of (a) the date on which such Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Note is distributed to the public pursuant to Rule 144 under the Securities Act.

Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa77bbbb) as in effect on the date of the Indenture.

This excerpt taken from the NXST 10-Q filed Aug 8, 2007.

ARTICLE 1: DEFINITIONS

1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Annex A, which is incorporated herein by reference into this Agreement and made a part hereof.

1.2 Rules of Construction. Whenever the context requires, any pronoun shall include the corresponding masculine, feminine and neuter forms. Where the context so requires or permits, the use of the singular form includes the plural, and the use of the plural form includes the singular. Without limiting the generality of the foregoing, it is hereby acknowledged and agreed that (i) the terms “Seller” or “Sellers” shall include and mean, as applicable, the applicable Seller or Sellers individually and not just Sellers collectively or as a group and (ii) the terms “Piedmont Company” or “Piedmont Companies” shall include and mean, as applicable, the applicable Piedmont Company or Piedmont Companies individually and not just the Piedmont Companies collectively or as a group. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references to “party” and “parties” shall be deemed references to parties to this Agreement unless the context shall otherwise require. Except as specifically otherwise provided in this Agreement, a reference to an Article, Annex, Section, Schedule or Exhibit is a reference to an Article or Section of this Agreement or an Annex, Schedule or Exhibit of this Agreement. The term “or” is used in its inclusive sense (“and/or”) and, together with the terms “either” and “any” shall not be exclusive. When used in this Agreement, words such as “herein”, “hereinafter”, “hereby”,


“hereof,” “hereto”, “hereunder” and words of similar import shall refer to this Agreement as a whole, including Annexes, Schedules and Exhibits hereto, and not to any particular provision of this Agreement, unless the context clearly requires otherwise. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

EXCERPTS ON THIS PAGE:

8-K
Jul 7, 2008
10-Q
Aug 8, 2007
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