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“ Business Day ” means any day other than Saturday, Sunday or a day on which banking institutions in New York, New York are required or authorized by Law to be closed.

“ Buyer ” has the meaning ascribed thereto in the preamble of this Agreement. “ Buyer’s Independent Accountants ” means a nationally recognized certified public accountant as selected by Buyer. “ Buyer Indemnitees ” has the meaning ascribed thereto in Section 7.2(a). “ Buyer Independent Advisors ” means Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc.

“ Buyer Material Adverse Effect ” means any (i) change, (ii) effect, (iii) event, (iv) occurrence, or (v) state of facts which have resulted in, or could reasonably be expected to result in, any change or effect, that prevents or has a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement.

“ Bylaws ” shall have the meaning ascribed thereto in Section 3.1(b). “ Cash Consideration ” has the meaning ascribed thereto in Section 2.2(a). “ CERCLA ” means the Federal Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.). “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act. “ Certificate of Incorporation ” shall have the meaning ascribed thereto in Section 3.1(b). “ Closing ” and “ Closing Date ” shall have the respective meanings described thereto in Section 2.3. “ Code ” means the United States Internal Revenue Code of 1986, as amended. “ Commitment Letter ” has the meaning ascribed thereto in Section 4.8. “ Common Stock ” has the meaning ascribed thereto in the first “Whereas” clause of this Agreement. “ Communications Act ” means the Communications Act of 1934, as amended. “ Company ” has the meaning ascribed thereto in the preamble of this Agreement.

“ Company Benefit Plans ” means each Company Pension Plan, Company Welfare Plan, vacation or paid time off, severance, termination, change in control, employment, incentive compensation, profit sharing, stock option, fringe benefit, stock purchase, stock ownership, phantom stock, deferred compensation plans, arrangements or agreements and other employee fringe benefit plans or arrangements maintained, contributed to or required to be maintained or contributed to by Company, any ERISA Affiliate or any Company Subsidiaries for the benefit of

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