Transmedia definition

Transmedia means Transmedia Network Inc., a Delaware corporation.

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Transmedia as well as any other trademarks or tradenames whose use may be granted by Europe to Advance in the future in connection with the Business.

Transmedia or any derivative of "Transmedia," or any other trademark, service ▇▇▇▇, trade name or slogan of the Purchaser. /bullet/ MEETING. The Seller shall call a meeting of its stockholders to be held as promptly as practicable consistent with the requirements of the Securities Laws and the Delaware General Corporation Law for the purpose of voting upon the transactions contemplated in this Agreement and the Charter Amendment. The Seller will, through its Board of Directors, subject to their fiduciary duties to the stockholders of the Seller under applicable law, recommend to the stockholders of the Seller approval of such transactions and the Charter Amendment. /bullet/ LEGAL CONDITIONS TO TRANSACTION. Each of the parties will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on it with respect to the transactions contemplated hereby and in connection with required approvals of or filings with any other governmental authorities and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their respective affiliates. The Seller will take all reasonable actions necessary to obtain (and the Purchaser will cooperate with the Seller in obtaining) any consent, authorization, order or approval of, or any exemption by, any governmental authority or other public or private third party required to be obtained or made by the Seller in connection with the transactions contemplated by this Agreement. By the Closing Date, the Seller shall use its best efforts to obtain and deliver to the Purchaser: (i) all necessary consents to the assignment to the Purchaser of the Assets and the assumption of the Assumed Leases, and any other agreements, contracts and arrangements to be assumed by the Purchaser or its designees, and (ii) any other consents that the Purchaser may reasonably require. All such consents shall be in form and substance reasonably satisfactory to the Purchaser and its counsel. /bullet/ TAXES. The Seller shall pay all sales and other transfer taxes arising as a result of the transfer of the Assets pursuant to this Agreement. The Purchaser shall pay the costs of amending the Financing Statements and assigning the security interests evidenced thereby up to the first $5,000, and the Purchaser and the Seller shall share such costs to the extent they exceed the first $5,000. /bullet/ CONFIDENTIALITY.

Examples of Transmedia in a sentence

• The Executive acknowledges that, unless Transmedia otherwise agrees in writing, all of the foregoing shall be owned by and belong exclusively to Transmedia, and he shall have no personal interest therein.

• This Agreement embodies the entire understanding between Transmedia and the Executive with respect to its subject matter, and there is no extrinsic agreement of any kind affecting it.

• The Company has entered into an agreement ("SERVICES AGREEMENT") with Transmedia Corporation ("TRANSMEDIA") substantially in the form annexed as Exhibit 10.11 to the Registration Statement pursuant to which Transmedia will make available to the Company administrative, technology and secretarial services, as well as the use of certain limited office space, in Dallas, Texas for $7,500 per month.

• The Executive shall perform such executive services in the operation of the business of Transmedia and its subsidiaries as Transmedia's Board of Directors may from time to time reasonably assign to the Executive.

• Transmedia agrees to and does hereby employ the Executive, and the Executive accepts such employment, upon the terms and conditions hereinafter set forth.

• For the purposes of this Agreement, termination shall be deemed to be "for cause" if: (i) the Executive is convicted of a felony; (ii) the Executive declares personal bankruptcy pursuant to any applicable law; (iii) the Executive commits an act of fraud with respect to Transmedia or misappropriates any of its funds; or (iv) the Executive directly and repeatedly refuses to perform his duties pursuant to this Agreement, or directly and repeatedly breaches any covenants contained herein.

• The Executive, at Transmedia's expense, shall further: (a) promptly disclose any such Work Product and business opportunities to Transmedia; (b) assign to Transmedia, upon request and without additional compensation, the entire rights to such Work Product and business opportunities; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of his discovery invention, or creation in any appropriate case.

• Notwithstanding the provisions of the preceding sentence, the Executive shall be entitled, on an occasional basis, to serve as a consultant to, or on the Board of Directors of, other corporations during the term of this Agreement and to receive and retain all compensation paid to him in such capacities, so long as such other corporations do not compete directly or indirectly with Transmedia and its subsidiaries.

• The Executive, at Transmedia's expense, shall further: (a) promptly disclose any such Work Product and business opportunities to Transmedia; (b) assign to Transmedia, upon request and without additional compensation, the entire rights to such Work Product and business opportunities; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of his discovery, invention, or creation in any appropriate case.

• The Executive shall be entitled to take four (4) weeks paid vacation during each twelve-month period this employment hereunder on a basis consistent with the requirements of the business Transmedia and its subsidiaries and in accordance with Transmedia's customary practice for senior executives.

More Definitions of Transmedia

Transmedia as part of their corporate names solely to the extent that such use is required in connection with the SEC approval process, and for no other reason; in such event, TMNE and TMNA will use all reasonable efforts to expedite their ability to cease use of "Transmedia" in their corporate name.

Transmedia has the meaning assigned to it in the preamble hereto.