CREDIT ARRANGEMENT OR OTHERWISE.
(O)
"DIVESTITURE" MEANS (I) ANY SALE, TRANSFER, SEPARATE HOLDING, DIVESTITURE
OR OTHER DISPOSITION, OR ANY PROHIBITION OF, OR ANY LIMITATION ON, THE
ACQUISITION, OWNERSHIP, OPERATION, EFFECTIVE CONTROL OR EXERCISE OF FULL RIGHTS
OF OWNERSHIP, OF ANY ASSET(S) OR BUSINESS(ES) OF ANY COMPANY, PURCHASER OR ANY
OF PURCHASER'S AFFILIATES OR (II) THE TERMINATION OR AMENDMENT OF ANY EXISTING
OR CONTEMPLATED GOVERNANCE STRUCTURE OR CONTRACTUAL OR GOVERNANCE RIGHTS OF ANY
COMPANY, PURCHASER OR ANY OF PURCHASER'S AFFILIATES.
(P)
"ENCUMBRANCES" MEANS LIENS, SECURITY INTERESTS, CHARGES, MORTGAGES,
CLAIMS, RESTRICTIONS, PLEDGES AND ENCUMBRANCES OF ANY NATURE WHATSOEVER.
FOR
THE AVOIDANCE OF DOUBT, "ENCUMBRANCE" SHALL NOT BE DEEMED TO INCLUDE ANY LICENSE
OF INTELLECTUAL PROPERTY ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS.
(Q)
"ENTERPRISE VALUE" MEANS $210,000,000, INCREASED BY THE AMOUNT OF THE
CLOSING CASH, AND DECREASED BY THE AMOUNT (IF ANY) OF THE CLOSING WORKING
CAPITAL ADJUSTMENT.
54
(R)
"ENVIRONMENTAL LAW" MEANS ANY LAW OR ORDER OF ANY GOVERNMENTAL ENTITY
RELATING TO THE PROTECTION OF HUMAN HEALTH OR THE ENVIRONMENT (INCLUDING AIR,
WATER, SOIL, AND NATURAL RESOURCES) OR THE GENERATION, USE, STORAGE, TRANSPORT,
HANDLING, RELEASE, EXPOSURE TO OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE, NOISE,
ODOR, OR RADIATION AS IN EFFECT ON OR PRIOR TO THE DATE HEREOF.
(S)
"EQUITY SECURITIES" OF ANY PERSON MEANS CAPITAL STOCK OR PARTNERSHIP,
MEMBERSHIP OR OTHER OWNERSHIP INTEREST IN OR OF SUCH PERSON, OR ANY OTHER
SECURITIES OR SIMILAR RIGHTS WITH RESPECT TO SUCH PERSON (INCLUDING SECURITIES
DIRECTLY OR INDIRECTLY CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR ANY
SUCH STOCK OR INTEREST, ANY PHANTOM STOCK OR STOCK APPRECIATION RIGHT, OR
OPTIONS, WARRANTS, CALLS, COMMITMENTS OR RIGHTS OF ANY KIND TO ACQUIRE ANY SUCH
STOCK OR INTEREST).
(T)
"ESCROW ACCOUNT" MEANS THE ACCOUNT ESTABLISHED BY THE ESCROW AGENT
PURSUANT TO THE ESCROW AGREEMENT.
(U)
"ESCROW AGENT" MEANS A FINANCIAL INSTITUTION REASONABLY ACCEPTABLE TO AND
MUTUALLY AGREED UPON BY PARENT AND PURCHASER.
(V)
"ESCROW AMOUNT" MEANS THE AMOUNT DEPOSITED AT THE CLOSING IN THE ESCROW
ACCOUNT WITH THE ESCROW AGENT PURSUANT TO THE TERMS AND CONDITIONS OF THE ESCROW
AGREEMENT, WHICH SHALL BE $12,000,000.00.
(W)
"ESTIMATED PURCHASE PRICE" MEANS AN AMOUNT EQUAL TO THE OPTION EXERCISE
PRICE PLUS THE ESTIMATED OPTION PURCHASE PRICE.
(X)
"ESCROW AGREEMENT" MEANS THE ESCROW AGREEMENT TO BE DATED AS OF THE
CLOSING DATE BY AND AMONG SELLERS, PURCHASER AND THE ESCROW AGENT, IN
SUBSTANTIALLY THE FORM AS SET FORTH IN EXHIBIT F ATTACHED HERETO, AS THE SAME
MAY BE AMENDED, MODIFIED OR WAIVED FROM TIME TO TIME.
(Y)
"GOVERNMENTAL ENTITY" MEANS ANY NATIONAL, FEDERAL, STATE, PROVINCIAL,
COUNTY, MUNICIPAL OR LOCAL GOVERNMENT, FOREIGN OR DOMESTIC, OR ANY POLITICAL
SUBDIVISION THEREOF OR ANY COURT, ADMINISTRATIVE OR REGULATORY AGENCY,
DEPARTMENT, INSTRUMENTALITY, BODY OR COMMISSION OR OTHER GOVERNMENTAL AUTHORITY
OR AGENCY, DOMESTIC OR FOREIGN.
(Z)
"HAZARDOUS SUBSTANCE" MEANS ANY SUBSTANCE, MATERIAL OR WASTE THAT IS
HAZARDOUS, TOXIC OR RADIOACTIVE, AND ALSO INCLUDES PETROLEUM AND ANY DERIVATIVE
OR BY PRODUCTS THEREOF, AND ANY OTHER ENVIRONMENTAL CONTAMINANT, POLLUTANT,
WASTE, OR PESTICIDE AND ANY MATERIAL LISTED, REGULATED OR