COBRA shall mean the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, as set forth in Section 4980B of the Code and Part 6 of Title
I of ERISA.
Code shall have the meaning given to it in the Second Recital.
Collateral Document shall mean any agreement, certificate, contract,
instrument, notice, opinion or other document executed or required to be
executed pursuant to the provisions of this Agreement or any of the Collateral
Documents, including without limitation the Interim Operations Agreement, the
New Debt Facility Documents, the New Key Warrants and the Registration Rights
Company shall have the meaning given to it in the Preamble.
Company Disclosure Schedule shall mean the Company Disclosure Schedule
dated as of the date of this Agreement delivered by the Company to Key.
Company Financial Statements shall have the meaning given to it in
the Company's knowledge (including the term "to the knowledge,
information and belief of the Company") means the knowledge of any Company
director or executive officer, and that such director or executive officer,
after reasonable inquiry of appropriate Company personnel and reasonable review
of appropriate company records, shall have reason to believe and shall believe
that the subject representation or warranty is true and accurate as stated.
Company Shares shall have the meaning given to it in Section 2.1(a).
Company Special Meeting shall have the meaning given to it in Section
Company Stock shall have the meaning given to it in Section 2.1(a).
Contract, Contractual Obligation shall mean any term, condition,
provision, representation, warranty, agreement, covenant, undertaking,
commitment, indemnity or other obligation set forth in the Organic Documents of
the obligee or which is outstanding or existing under any Instrument (including
without limitation any Instrument relating to or evidencing any Indebtedness) to
which the obligee is a party or by which it or any of its business is subject or
property or assets is bound.
control (including the terms "controlled," "controlled by" and "under
common control with") means the possession, directly or indirectly or as trustee
or executor, of the power to direct or cause the direction of the management or
policies of a Person, or the disposition of such Person's assets or properties,
whether through the ownership of stock, equity or other ownership, by contract,
arrangement or understanding, or as trustee or executor, by contract or credit
arrangement or otherwise;
Convertible Securities shall mean any evidences of indebtedness, shares
of capital stock (other than common stock) or other securities directly or
indirectly convertible into or exchangeable for shares of common stock, whether
or not the right to convert or exchange thereunder is immediately exercisable or
is conditioned upon the passage of time, the occurrence or non-occurrence or
existence or non-existence of some other Event, or both.
DGCL shall have the meaning given to it in the First Recital.