Additional Spectrum Assets definition

Additional Spectrum Assets has the meaning assigned to such term in the Merger Agreement.
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Additional Spectrum Assets means (a) the shares of capital stock or other equity interest of all of the Company’s Subsidiaries other than NextWave Metropolitan Inc., WCS Wireless License Subsidiary, LLC, AWS Wireless Inc., an entity which may be formed to hold equity interests in the foregoing entities, NextWave Wireless, LLC and any other Subsidiaries of the Company owning, solely, Transferred Spectrum Assets, (b) the Company Licenses that are not Transferred Spectrum Assets, (c) the BRS licenses and EBS leases and sublease, and (d) any proceeds in cash or otherwise received by the Company and its Subsidiaries prior to Closing in respect of clauses (a), (b) and (c) of this definition, it being understood that the Additional Spectrum Assets do not include net operating losses attributable to entities not included in the Additional Spectrum Assets, in each case to the extent held by the Company and its Subsidiaries as of the Effective Time.
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Examples of Additional Spectrum Assets in a sentence

  • The Other Assets are all of the assets and properties of Parent and its Subsidiaries other than the Additional Spectrum Assets and the WCS/AWS Assets.

  • In addition, Purchaser shall have the right to review in advance any filing to be made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the transfer of the Additional Spectrum Assets (and upon reasonable request by Purchaser, Purchaser’s counsel shall have the right to review any information relating to any Consenting Holder or the Company, as the case may be, and any of their respective Subsidiaries), in each case that appears in any such filing.

  • To the extent permitted by Law, each Consenting Holder and the Company shall provide the Purchaser with copies of all correspondence between it (or its advisors) and any Governmental Entity relating to the transfer of the Additional Spectrum Assets and, to the extent reasonably practicable, all telephone calls and meetings with a Governmental Entity regarding the transfer of the Additional Spectrum Assets shall include representatives of the Purchaser.

  • The “Aggregate Consideration” shall mean the sum of (a) the aggregate Merger Consideration paid to the holders of Company Common Stock, (b) the Closing Date Cash Payment paid to the holders of Notes pursuant to the Note Purchase Agreements and (c) the Additional Spectrum Assets.

  • The Company and its Subsidiaries are not in Default under any Order affecting the Transferred Spectrum Assets or the Additional Spectrum Assets, and neither the Company nor any of its Subsidiaries is a party to or bound by any Order that affects the Transferred Spectrum Assets or the Additional Spectrum Assets, other than Orders affecting holders of wireless licenses generally.

  • Each Consenting Holder consents and agrees to use its reasonable best efforts to ensure that the Additional Spectrum Assets can be transferred to the Consenting Holders at the Effective Time.

  • Each Consenting Holder agrees to use its reasonable best efforts to take or cause to be taken such actions as the Company, Parent or their respective Subsidiaries may reasonably request to effectuate the transfer of the WCS/AWS Assets, the Additional Spectrum Assets and Other Assets (and any corresponding Liabilities) pursuant to the terms of the Merger Agreement and this Agreement or to obtain the benefits of the transactions contemplated hereby and thereby.

  • No unjust enrichment penalties will be assessed by reason of the application of Section 1.2111 of the FCC Rules to the assignment of the Additional Spectrum Assets to the holders of the Convertible Notes contemplated hereunder.

Related to Additional Spectrum Assets

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • Program Assets means any assets, goods or property (real, tangible or intangible) purchased or financed in whole or in part (directly or indirectly) by MCC Funding.

  • Contractor-acquired property means property acquired, fabricated, or otherwise provided by the Contractor for performing a contract, and to which the Government has title.

  • Additional Property means, in respect of a Series, the rights and benefits provided in respect of the Series, or applicable Class, pursuant to any letter of credit, surety bond, cash collateral account, spread account, guaranteed rate agreement, maturity liquidity facility, tax protection agreement, interest rate and/or currency swap agreement, loan agreement, enhancement agreement or other similar arrangement as contemplated under the Pooling and Servicing Agreement and as provided for in the related Series Purchase Agreement.

  • CONSTRUCTION EQUIPMENT means all appliances and equipment of whatsoever nature for the use in or for the execution, completion operation or maintenance of the work unless intended to form part of permanent work.

  • Substitute Improvements means the substitute or additional improvements of the Issuer described in Article V hereof.

  • Field emission equipment means equipment which uses an x-ray tube in which electron emission from the cathode is due solely to the action of an electric field.

  • Additional Properties means any oil and natural gas assets or related interests that are acquired by any member of the Partnership Group pursuant to an Acquisition.

  • Project Equipment means the items of machinery, equipment or other personal property used in connection with the construction and development of the Project pursuant to the provisions hereof, and all replacements thereof and substitutions therefor made pursuant to this Agreement.

  • Excluded Equipment means (i) defibrillators, enhanced emergency medical kits and other medical equipment, (ii) airphones and other components or systems installed on or affixed to the Airframe that are used to provide individual telecommunications or electronic entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts, and other branded passenger convenience or service items, (iv) any items, equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or systems that are leased from Company pursuant to the applicable Lease) or owned by Company or any Permitted Lessee subject to a conditional sales agreement or a security interest (other than the security interest granted under the Indenture), and (v) cargo containers.

  • Interconnection equipment means a group of components or an integrated system owned and operated by the interconnection customer that connects an electric generator with a local electric power system, as that term is defined in Section 3.1.6.2 of IEEE Standard 1547, or with the electric distribution system. Interconnection equipment is all interface equipment including switchgear, protective devices, inverters or other interface devices. Interconnection equipment may be installed as part of an integrated equipment package that includes a generator or other electric source.

  • Additional Equipment means equipment that is not factory fitted in the Vehicle, including but not limited to navigation equipment (GPS), baby seat, bicycle rack etcetera;

  • Service Equipment means any equipment, Software, systems, cabling and facilities provided by or on behalf of Verizon and used to facilitate provision of the Services at a Customer Site. Ownership of the Service Equipment does not pass to Customer. Service Equipment does not include Verizon Facilities.

  • Infrastructure Improvements means a street, road, sidewalk, parking facility, pedestrian mall, alley, bridge, sewer, sewage treatment plant, property designed to reduce, eliminate, or prevent the spread of identified soil or groundwater contamination, drainage system, waterway, waterline, water storage facility, rail line, utility line or pipeline, transit-oriented development, transit-oriented property, or other similar or related structure or improvement, together with necessary easements for the structure or improvement, owned or used by a public agency or functionally connected to similar or supporting property owned or used by a public agency, or designed and dedicated to use by, for the benefit of, or for the protection of the health, welfare, or safety of the public generally, whether or not used by a single business entity, provided that any road, street, or bridge shall be continuously open to public access and that other property shall be located in public easements or rights-of-way and sized to accommodate reasonably foreseeable development of eligible property in adjoining areas. Infrastructure improvements also include 1 or more of the following whether publicly or privately owned or operated or located on public or private property:

  • Existing Equipment means any items of existing plant or equipment owned or controlled by either Pur- chaser or End-User upon which Supplier is required to perform Services.

  • Landlord Personal Property Collateral Access Agreement means a Landlord Waiver and Consent Agreement substantially in the form of Exhibit S, with such amendments, modifications or supplements as may be approved by Collateral Agent.

  • Production equipment (1 7 9) means tooling, templates, jigs, mandrels, moulds, dies, fixtures, alignment mechanisms, test equipment, other machinery and components therefor, limited to those specially designed or modified for "development" or for one or more phases of "production".

  • Customer Premises Equipment or "CPE" means equipment employed on the premises of a Person other than a Carrier to originate, route or terminate Telecommunications (e.g., a telephone, PBX, modem pool, etc.).

  • Initial Properties means collectively the Properties listed on Schedule 1.1 and “Initial Property” means any of such Properties.

  • Stand Alone System Upgrade Facilities means System Upgrade Facilities that a Developer may construct without affecting day-to-day operations of the New York State Transmission System during their construction. NYISO, the Connecting Transmission Owner and the Developer must agree as to what constitutes Stand Alone System Upgrade Facilities and identify them in Appendix A to this Agreement.

  • Replacement Sub-Contractor means a sub-contractor of the Replacement Supplier to whom Transferring Supplier Employees will transfer on a Service Transfer Date (or any sub-contractor of any such sub-contractor);

  • Replacement Equipment means operational equipment or other parts used by Tenant to replace any of the Equipment.

  • After-Acquired Property means any property (other than Collateral or Excluded Property) that is acquired or otherwise owned by the Company or any Subsidiary after the Issue Date of a type that secures the Secured Obligations.

  • Equipment Schedule means (a) each Equipment Schedule attached to the applicable Requisition and (b) each Equipment Schedule attached to the applicable Lease Supplement.

  • Leased Equipment means the computers, servers, machinery and equipment and other tangible personal property leased by Seller for use in the operation or conduct of the Business.

  • Purchased Equipment means any equipment, including any Software, sold by BT to the Customer.