Defined Terms

Defined Terms. As used in this Agreement, the following terms shall have the following meanings: (a) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. (b) A Person shall be deemed the "Beneficial Owner" or to have "Beneficial Ownership" of and shall be deemed to "beneficially own" any securities which such Person or any of such Person's Affiliates or Associates is deemed to beneficially own, within... the meaning of Rules 13d-3 and 13d-5 of the General Rules and Regulations under the Exchange Act. Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase, "then outstanding," when used with reference to a Person's Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed the Beneficial Owner hereunder. (c) "Company Acquisition Transaction" shall mean (i) the commencement (within the meaning of Rule 14d-2 of the General Rules and Regulations under the Exchange Act) of a tender or exchange offer by a third party for at least fifteen percent (15%) of the then outstanding capital stock of the Company or any direct or indirect Subsidiary of the Company, (ii) the commencement by a third party of a proxy contest with respect to the election of any directors of the Company, (iii) any sale, license, lease, exchange, transfer, disposition or acquisition of any portion of the business or assets of the Company or any direct or indirect Subsidiary of the Company (other than in the ordinary course of business), or (iv) any merger, consolidation, business combination, share exchange, reorganization, recapitalization, restructuring, liquidation, dissolution or similar transaction or series of related transactions involving the Company or any direct or indirect Subsidiary of the Company. (d) "Group" shall have the meaning set forth in Section 13(d)(3) of the Exchange Act and Rule 13d-5 of the General Rules and Regulations under the Exchange Act. (e) "Subsidiary" of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person. (f) "Voting Securities" shall mean the shares of Common Stock; provided, however, that, "Voting Securities," when used in this Agreement in connection with a specific reference to any Person other than the Company, shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person. View More

Defined Terms. Capitalized terms used herein shall, unless otherwise defined or referenced herein, have the meanings assigned to such terms in Schedule 3 attached to the European Receivables Loan Agreement, which Schedule 3 is incorporated by reference herein.

Defined Terms. Used in this Addendum shall have the meaning ascribed to them herein or in the Agreement.

Defined Terms. As set forth in Exhibit I hereto

Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given them in the Plan.

Defined Terms. Capitalized terms used and not defined in this Amendment shall have the respective meanings given to them in the Credit Agreement, after giving effect to this Amendment (the Credit Agreement, as amended by this Amendment, the "Amended Credit Agreement"). The principles of interpretation set forth in the Credit Agreement shall apply to this Amendment in all respects. Unless otherwise indicated herein, section references in this Amendment refer to sections in the Amended Credit Agreement.

Defined Terms. When used in this Agreement, the following terms shall have the respective meanings specified therefor below: NYDOCS02/1188207.8B

Defined Terms. Used in this Agreement not defined herein shall have the meaning set forth in the Sublease

Defined Terms. Contained in the preamble and recitals of this Amendment are hereby incorporated into the Agreement, and hereby amend and replace any conflicting defined terms set forth in the recitals of the Existing Agreement

Defined Terms. Any defined terms not defined herein shall have the same meaning and definition as is contained in the Loan Agreement or other Loan Documents, as applicable.