expenses and arising in the ordinary course of business, (g) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases or
consignments of personal property entered into the ordinary course of business, (h) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in
the ordinary course of business, (i) Liens pursuant to the Existing Credit Agreement and (j) such other Liens which would not, individually or in the aggregate, interfere materially with the ordinary conduct of the business of the Company
and its Subsidiaries as currently conducted or materially detract from the use, occupancy, value or marketability of the property affected by such Lien.
Person means an individual, corporation, limited liability company, partnership, association, joint
venture, trust, unincorporated organization, other entity or form of business or group (as defined in Section 13(d) of the Exchange Act), including a Governmental Entity.
Proceedings means all actions, suits, claims, litigation or proceedings, in each case, by or before any
Governmental Entity.
Proxy Statement means a proxy statement or similar disclosure document relating
to the adoption and approval of this Agreement by the Companys stockholders.
Release means
disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, dumping, migrating, emitting, escaping or emptying into or upon the indoor or outdoor environment, including any soil, sediment, subsurface strata, surface water,
groundwater, ambient air, the atmosphere or any other media.
Representatives means, with respect to a
Person, such Persons directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents, financing sources and other representatives.
Retained Subsidiary means a Subsidiary of the Company that is not the subject of any Contract that provides
for such Subsidiary to be sold to any Person.
SEC means the U.S. Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
Subsidiary of Parent, the Company or any other Person means any Person of which Parent,
the Company or such other Person, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, a majority of the capital stock or other Equity Interests the holders of which are generally entitled
to vote for the election of the board of directors or other governing body of such Person, or otherwise owns, directly or indirectly, such capital stock or other Equity Interests that would confer control of any such Person, or any Person that would
otherwise be deemed a subsidiary under Rule 12b-2 promulgated under the Exchange Act.
Tax Return means any report, return (including any information return), claim for refund, election,
estimated tax filing or declaration filed or required to be filed with a Governmental Entity in connection with the determination, assessment or collection of any Tax, including any schedule or attachment thereto, and including any amendment
thereof.
Taxes means any taxes (including assessments, fees, levies and other governmental charges in
the nature of a tax) imposed by any Governmental Entity, including income, gross receipts, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, employment, capital, goods and services, environmental,
unemployment, social security, stamp, custom, excise, real or personal property, alternative or add-on minimum or estimated taxes, together with any interest, penalty or addition thereto.
A-64