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“ Minimum Effective Period ” shall have the meaning ascribed thereto in Section 5.13(b) “ Most Recent Balance Sheet ” means the audited consolidated balance sheet of Company and Company Subsidiaries at December 31,

2005.

“ New Plan ” shall have the meaning ascribed thereto in Section 5.10(d). “ NLRB ” means the National Labor Relations Board.

“ Order ” means any charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative.

“ Other Interest Sites ” means the tracts, pieces or parcels of land occupied or used by Company or any Company Subsidiary (as described in Section 1.1(f) of the Disclosure Schedules) pursuant to a license, easement, permit or similar arrangement, on which Towers or other communications equipment are, or intended to be, located, together with all easements and other rights appurtenant thereto.

“ Owned Sites ” means the tracts, pieces or parcels of land owned by Company or any Company Subsidiary (as described in Section 1.1 (g) of the Disclosure Schedules) on which Towers or other communications equipment are, or intended to be, located together with all easements and other rights appurtenant thereto.

“ Parent ” has the meaning ascribed thereto in the preamble of this Agreement. “ Parent Common Stock ” means the Class A common stock of Parent, par value $.01 per share. “ Parent Financial Statements ” has the meaning ascribed thereto in Section 4.12 of this Agreement.

“ Parent Material Adverse Effect ” means any (i) change, (ii) effect, (iii) event, (iv) occurrence, (v) state of facts, or (vi) development which individually or in the aggregate have resulted in, or could reasonably be expected to result in, any change or effect, that (A) is materially adverse to the business, financial condition or results of operations of Parent and its subsidiaries, taken as a whole, or (B) prevents or has a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement; provided, that for purposes of analyzing whether any change, effect, event, occurrence, state of facts or development constitutes a material adverse effect under this definition, the parties agree that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a material adverse effect: (a) any change relating to the United States or foreign economy or financial, credit or securities markets in general, so long as the effects do not uniquely relate to Parent, (b) any adverse change, effect, event, occurrence, state of facts or development reasonably attributable to conditions affecting the industries in which Parent or Parent’s customers participate, so long as the effects do not uniquely relate to Parent, (c) any change in GAAP or the accounting rules and regulations of the SEC, so long as the effects do not uniquely relate to Parent, (d) any change in Laws of general applicability or interpretations thereof by any

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