“ Equipment ” means all physical assets (other than real property and interests in real property) located on or in, or attached to Sites or Regional Offices of Company (or any Company Subsidiary) or used in connection with any Management Agreement, in each case, that is owned by Company or any Company Subsidiary (and not by any tenant). With respect to any item of or interest in real property included in the leased property of any Site, any fixture (other than Towers) attached to that real property is “Equipment” related thereto. “Equipment” does not include any Excluded Assets.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.
“ ERISA Affiliate ” means any trade or business, whether or not incorporated, that together with Company would be deemed a “single employer” within the meaning of Section 4001 of ERISA.
“ Escrow Agent ” means U.S. Bancorp, as escrow agent.
“ Escrow Account ” means the Escrow Shares and any cash that has been substituted for Escrow Shares pursuant to the Escrow Agreement.
“ Escrow Agreement ” means the escrow agreement to be entered into at the Closing, by and among the parties hereto and the Escrow Agent, in the form attached hereto as Exhibit 1.1.
“ Escrow Amount ” means a number of shares of Stock Consideration equal in value to $75,000,000 (valued at the SBA Average Closing Price).
“ Escrow Period ” has the meaning ascribed thereto in Section 7.1(a). “ Escrow Shares ” means the number of shares of Parent Common Stock in the Escrow Account from time to time. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ Excluded Assets ” means (i) the real property office leases in respect of Company’s corporate headquarters located in St. Louis, Missouri, (ii) all furniture, fixtures and equipment located at such offices (except for the servers listed on Section 1.1(l) of the Disclosure Schedules), (iii) all Company cash, (iv) any positive balance resulting from the settlement of any Interest Hedge Agreements and (v) any work papers and other materials relating to Company’s strategic review process and the prospective sale of Company or other strategic alternatives.
“ Exhibits ” means the exhibits attached hereto and made part hereof. “ FAA ” means the United States Federal Aviation Administration. “ FCC ” means the United States Federal Communications Commission. “ Final Adjustment Date ” has the meaning ascribed thereto in Section 2.4.