Stock
immediately prior to the Effective Time.
"Tax Escrow Amount" shall mean an amount equal to $900,000.
"Total Consideration" shall mean the Merger Cash and the Merger Shares.
"Total Outstanding Common Shares" shall mean the aggregate number of shares
of Company Common Stock issued and outstanding immediately prior to the
Effective Time.
"Total Outstanding Series A Shares" shall mean the aggregate number of
shares of Company Series A Preferred Stock issued and outstanding immediately
prior to the Effective Time.
"Total Outstanding Series B Shares" shall mean the aggregate number of
shares of Company Series B Preferred Stock issued and outstanding immediately
prior to the Effective Time.
"Total Outstanding Shares" shall mean the sum of the Total Outstanding
Common Shares, plus the Total Outstanding Series A Shares (on an as-converted to
Company Common Stock basis), plus the Total Outstanding Series B Shares (on an
as-converted to Company Common Stock basis).
"Trading Price" shall mean $5.37 (as adjusted as appropriate to reflect any
stock splits, stock dividends, combinations, reorganizations, reclassifications
or similar events).
"VoD Business" shall mean the development, sale and support of head-end
equipment (software and hardware) and associated services for the creation,
distribution and delivery of on-demand television programming to operators who
offer such programming to businesses and consumers.
(ii) Other Capitalized Terms. For all purposes of and under this agreement,
the following capitalized term shall have the respective meanings ascribed
thereto in the section of this Agreement set forth opposite each such
capitalized term below:
Capitalized Term
Section
401(k) Fees
2.23(q)
401(k) Plan
5.20
Acquisition Proposal
4.2(a)
Action of Divestiture
5.4(a)
Agent Indemnification Expenses
7.4(k)(vii)
Agent Interpleader Expenses
7.4(k)(vi)
Aggregate Cash Component of the Preferred Preference
1.6(a)(i)
Aggregate Consideration Amount
1.6(a)(i)
-8-
Capitalized Term
Section
Aggregate Stock Component of the Preferred Preference
1.6(a)(i)
Agreed-Upon Loss
7.4(i)(v)
Agreement
Preamble
Assumed Liabilities
1.6(i)(i)
Balance Sheet Date
2.7
Basket Amount
7.4(b)(i)
Business Day
1.6(a)(i)
Cash Component of the Common Stock Consideration
1.6(a)(i)
Cash Component of the Series A Preference
1.6(a)(i)
Cash Component of the Series B Preference
1.6(a)(i)
Certificate of Incorporation
2.1(a)
Certificate of Merger
1.2
CFRA
2.23(a)
Charter Documents
2.1(a)
Closing
1.2
Closing Assumed Liability Differential
1.6(i)(i)
Closing Date
1.2
Closing Financials
2.7
Closing Interim Financials
2.7
Closing Statement of Assumed Liabilities
1.6(i)(i)
Closing Year-End Financials
2.7
COBRA
2.23(a)
Common Stock Consideration
1.6(a)(i)
Company
Preamble
Company Assumed Liabilities Report
1.6(i)(ii)
Company Authorizations
2.18
Company Capital Stock
1.6(a)(i)
Company Common Stock
1.6(a)(i)
Company Employee Plan
2.23(a)
Company Intellectual Property
2.15(a)
Company Material Adverse Effect
1.6(a)(i)
Company Note Shares
1.6(a)(i)
Company Options
1.6(a)(i)
Company Preferred Stock
1.6(a)(i)
Company Product
2.15(a)
Company Registered Intellectual Property
2.15(b)
Company Series A Preferred Stock
1.6(a)(i)
Company Series B Preferred Stock
1.6(a)(i)
Company Stock Certificates
1.8(c)
Company Unvested Common Stock
1.6(a)(i)
Company Vested Common Stock
1.6(a)(i)
Conflict
2.5
Continuing Employee
1.6(a)(i)
Contract
1.6(a)(i)
Copyrights
2.15(a)
CPE Business
1.6(a)(i)
Current Balance Sheet
2.7
-9-
Capitalized Term
Section
Customer Information
2.14(d)
DGCL
1.1
Disclosure Schedule
Article II
Dissenting Share Payments
1.7(c)
Dissenting Shares
1.7(a)
DOL
2.23(a)
Effective Time