9.02.
FEES AND EXPENSES.
EXCEPT AS PROVIDED OTHERWISE IN
SECTION 8.02, WHETHER OR NOT THE MERGER IS CONSUMMATED, ALL COSTS AND EXPENSES
INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE PAID BY THE PARTY INCURRING SUCH EXPENSES.
SECTION 9.03.
CERTAIN DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT, THE TERM:
(A)
"AFFILIATE" SHALL MEAN, UNLESS OTHERWISE INDICATED, ANY PERSON THAT
DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES, CONTROLS, IS
CONTROLLED BY OR IS UNDER COMMON CONTROL WITH THE PERSON SPECIFIED, AND THE TERM
"CONTROLS" (INCLUDING THE TERMS "CONTROLLED BY" AND "UNDER COMMON CONTROL WITH")
MEANS THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE
THE DIRECTION OF THE MANAGEMENT AND POLICIES OF SUCH PERSON SPECIFIED, WHETHER
THROUGH OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE; PROVIDED,
HOWEVER, THAT FOR PURPOSES OF ARTICLE III AND V, AN "AFFILIATE" OF THE COMPANY
SHALL INCLUDE EACH OF (I) PROHA AND EACH DIRECT AND INDIRECT SUBSIDIARY OF PROHA
AND (II) EACH OFFICER AND DIRECTOR OF PROHA AND EACH DIRECT AND INDIRECT
SUBSIDIARY OF PROHA;
(B)
"BUSINESS DAY" SHALL MEAN ANY DAY THAT THE NEW YORK STOCK EXCHANGE IS
NORMALLY OPEN FOR TRADING AND THAT IS NOT A SATURDAY, SUNDAY OR OTHER DAY ON
WHICH BANKS IN THE CITY OF NEW YORK ARE AUTHORIZED OR REQUIRED BY LAW TO CLOSE
FOR REGULAR BANKING BUSINESS;
(C)
"CONTROL" (INCLUDING THE TERMS "CONTROLLING," "CONTROLLED BY" AND "UNDER
COMMON CONTROL WITH") SHALL MEAN THE POSSESSION, DIRECT OR INDIRECT, OF THE
POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF A
PERSON, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES OR OTHER OWNERSHIP
INTERESTS, BY CONTRACT OR OTHERWISE;
(D)
"KNOWLEDGE" OR "KNOWLEDGE OF PARENT" OR "KNOWLEDGE OF NEWCO" OR "KNOWLEDGE
OF THE COMPANY" MEANS, WITH RESPECT TO ANY MATTER IN QUESTION, THAT THE
EXECUTIVE OFFICERS OF NEWCO, ON THE ONE HAND, OR THE EXECUTIVE OFFICERS OF THE
COMPANY, ON THE OTHER HAND, HAVE ACTUAL KNOWLEDGE AFTER REASONABLE INQUIRY;
(E)
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION, COMPANY, PARTNERSHIP (LIMITED
OR GENERAL), LIMITED LIABILITY COMPANY, JOINT VENTURE, ASSOCIATION, TRUST,
UNINCORPORATED ORGANIZATION OR OTHER BUSINESS ENTITY OR "GROUP" (AS DEFINED IN
THE EXCHANGE ACT); AND
(F)
"SUBSIDIARY" OR "SUBSIDIARIES" OR "SUBSIDIARY" OR "SUBSIDIARIES" MEAN, WITH
RESPECT TO A PARTY, ANY PERSON (OTHER THAN AN INDIVIDUAL) OF WHICH AT LEAST
FIFTY PERCENT OF THE VOTING SECURITIES OR OTHER EQUITY INTERESTS HAVING BY THEIR
TERMS ORDINARY VOTING POWER TO ELECT A MAJORITY OF THE BOARD OF DIRECTORS OR
OTHERS PERFORMING SIMILAR FUNCTIONS WITH RESPECT TO SUCH PERSON IS DIRECTLY OR
INDIRECTLY OWNED OR CONTROLLED BY SUCH PARTY OR BY ANY ONE OR MORE OF ITS
SUBSIDIARIES.
SECTION 9.04.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL
BE IN WRITING AND SHALL BE DEEMED DULY GIVEN (A) ON THE DATE OF DELIVERY IF
DELIVERED PERSONALLY, (B) ON THE FIRST BUSINESS DAY FOLLOWING THE DATE OF
DISPATCH IF DELIVERED BY A NATIONALLY RECOGNIZED NEXT-DAY COURIER SERVICE, (C)
ON THE FIFTH BUSINESS DAY FOLLOWING THE DATE OF MAILING IF