Arrow Electronics 2013 Annual Report Download - page 104

Person, the precautionary appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under or
based on the law of the country where such Person is subject to home jurisdiction supervision if applicable law requires that such
appointment not be publicly disclosed, in any such case, where such ownership interest or action, does not result in or provide such Person
with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its
assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or
agreements made by such Person.
“Banks”: as defined in the preamble hereto; provided, that unless the context otherwise requires, each reference herein to the Banks
shall be deemed to include any Conduit Bank.
“Board”: the Board of Governors of the Federal Reserve System or any successor.
“Borrowers”: the collective reference to the Company, the Subsidiary Borrowers and the Local Currency Borrowers.
“Borrowing Date”: any Business Day on which the Company or any Subsidiary Borrower requests the Banks to make Loans
hereunder.
“Business”: as defined in subsection 9.18(b).
“Business Day”: (a) when such term is used in respect of any amount denominated or to be denominated in (i) any Available
Foreign Currency, a London Banking Day which is also a day other than a Saturday or Sunday on which banks are open for general banking
business in (x) the city which is the principal financial center of the country of issuance of such Available Foreign Currency, (y) in the case
of euros only, Frankfurt, Germany (or such other principal financial center as the Administrative Agent may from time to time nominate for
this purpose) and (z) New York City and (ii) Dollars, a London Banking Day which is also a day other than a Saturday or Sunday on which
banks are open for general banking business in New York City and (b) when such term is used for the purpose of determining the date on
which the Eurocurrency Rate is determined under this Agreement for any Loan denominated in euro for any Interest Period therefor and for
purposes of determining the first and last day of any Interest Period, references in this Agreement to Business Days shall be deemed to be
references to Target Operating Days.
“Capital Lease Obligations”: with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Agreement, the
amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.
“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, options or rights to
purchase any of the foregoing.
“Change in Control”: one or more of the following events:
(a) less than a majority of the members of the Company’s board of directors shall be persons who either (i) were serving as
directors on the Closing Date or (ii) were nominated as directors and approved by the vote of the majority of the directors who are
directors referred to in clause (i) above or this clause (ii); or
(b) the stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company;
or