substantially the same economic effect as any of the foregoing; the filing of
any financing statement under the Uniform Commercial Code or comparable law of
any jurisdiction; restriction on sale, transfer, assignment, disposition or
other alienation; or any option, equity, claim or right of or obligation to, any
other Person, of whatever kind and character.
Margin Rules shall mean Regulations G, T, U or X of the Board of
Governors of the Federal Reserve System, 12 C.F.R., parts 207, 220, 221 and 224,
as now in effect.
material or materiality for the purposes of this Agreement, shall,
unless specifically stated to the contrary, be determined without regard to the
fact that various provisions of this Agreement set forth specific dollar
Material Agreement or Material Commitment shall mean, with respect to
any Person, any Contractual Obligation which (a) was not entered into in the
ordinary course of business, (b) was entered into in the ordinary course of
business which (i) involved the purchase, sale or lease of goods or materials,
or purchase of services, aggregating more than Fifty Thousand Dollars ($50,000)
during any of the last three fiscal years, (ii) extends for more than three (3)
months, or (iii) is not terminable on thirty (30) days or less notice without
penalty or other payment, (c) involves Indebtedness for Money Borrowed, (d) is
or otherwise constitutes a written agency, dealer, license, distributorship,
sales representative or similar written agreement, or (e) accounted for more
than three percent (3%) of revenues in any of the last three fiscal years or is
likely to account for more than three percent (3%) of revenues during the
current fiscal year.
MGCL shall have the meaning given to it in the First Recital.
Merger shall have the meaning given to it in the First Recital.
Merger Consideration shall have the meaning given to it in Section
Multiemployer Plan shall mean a Plan which is a "multiemployer plan"
within the meaning of Section 4001(a)3 of ERISA.
New Debt Facility shall have the meaning given to it in Section 6.8.
New Debt Facility Documents shall have the meaning given to it in
New Key Warrants shall have the meaning given to it in the First
Option Securities shall mean all rights, options and warrants, and
calls or commitments evidencing the right, to subscribe for, purchase or
otherwise acquire shares of capital stock or Convertible Securities, whether or
not the right to subscribe for, purchase or otherwise acquire is immediately
exercisable or is conditioned upon the passage of time, the occurrence or
non-occurrence or the existence or non-existence of some other Event.
Organic Document shall mean, with respect to a Person which is a
corporation, its charter, its by-laws and all stockholder agreements, voting
trusts and similar arrangements applicable to any of its capital stock and, with
respect to a Person which is a partnership, its agreement and certificate of
partnership, any agreements among partners, and any management and similar
agreements between the partnership and any general partners (or any Affiliate