Joint Proxy Statement/Prospectus shall have the meaning given to it in
Key shall have the meaning given to it in the Preamble.
Key Disclosure Schedule shall mean the Key Disclosure Schedule dated as
of the date of this Agreement delivered by Key to the Company.
Key Financial Statements shall have the meaning given to it in Section
Key's knowledge (including the term "to the knowledge, information and
belief of Key") means the knowledge of any Key director or executive officer,
and that such director or executive officer, after reasonable inquiry of
appropriate Key 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.
Key Share Price shall mean the closing price per share for Key Stock on
the American Stock Exchange on the Closing Date or, if no shares shall have
traded on such date, the mean between the closing bid and asking price on such
Key Shares shall have the meaning given to it in the First Recital.
Key Special Meeting shall have the meaning given to it in Section
Key Stock shall have the meaning given to it in the First Recital.
Law shall mean any (a) administrative, judicial, legislative or other
action, code, consent decree, constitution, decree, directive, enactment,
finding, guideline, law, injunction, interpretation, judgment, order, ordinance,
policy statement, proclamation, promulgation, regulation, requirement, rule,
rule of law, rule of public policy, settlement agreement, statute, or writ or
any Authority, domestic or foreign; (b) the common law, or other legal or
quasi-legal precedent; or (c) arbitrator's, mediator's or referee's award,
decision, finding or recommendation; including, in each such case or instance,
any interpretation, directive, guideline or request, whether or not having the
force of law including, in all cases, without limitation any particular section,
part or provision thereof.
Lease shall mean any lease of property, whether real, personal or
mixed, and all amendments thereto.
Legal Action shall mean, with respect to any Person, any litigation or
legal or other actions, arbitrations, counterclaims, investigations,
proceedings, requests for material information by or pursuant to the order of
any Authority or suits, at law or in arbitration, equity or admiralty, whether
or not purported to be brought on behalf of such Person affecting such Person or
any of such Person's business, property or assets.
Lien shall mean any of the following: mortgage; lien (statutory or
other); preference, priority or other security agreement, arrangement or
interest; hypothecation, pledge or other deposit arrangement; assignment;
charge; levy; executory seizure; attachment; garnishment; encumbrance (including
any easement, exception, variance, reservation or limitation, right of way,
zoning restriction, building or use restriction, and the like); conditional
sale, title retention or other similar agreement, arrangement, device or
restriction; preemptive or similar right; any financing lease involving