Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
Change of Control means the occurrence of any of the following:
Fair Market Value means, as of any date, the value of Common Stock determined as follows:
Change in Control means the occurrence of any of the following events:
Closing Date means the date on which the Closing occurs.
Fiscal Year means the fiscal year of the Company.
Property means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
Collateral has the meaning set forth in Section 2.
Environmental Laws means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.
Day means calendar day.
Business has the meaning set forth in the Recitals.
Seller has the meaning set forth in the Preamble.
Days means calendar days unless otherwise specified.