Arrow Electronics 2013 Annual Report Download - page 105

(c) a Person or group of Persons acting in concert (other than the direct or indirect beneficial owners of the Capital Stock
of the Company as of the Closing Date) shall, as a result of a tender or exchange offer, open market purchases, privately negotiated
purchases or otherwise, have become the direct or indirect beneficial owner (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended from time to time) of securities of the Company representing 40% or more of the
combined voting power of the outstanding voting securities for the election of directors or shall have the right to elect a majority of
the board of directors of the Company.
“Closing Date”: the date on which the conditions precedent set forth in subsection 10.1 shall be satisfied.
“Code”: the Internal Revenue Code of 1986, as amended from time to time.
“Commercial Letter of Credit”: as defined in subsection 5.1(b).
“Committed Exposure”: as to any Bank, the sum of (a) the aggregate Dollar Equivalent Amount of the principal amount of all
outstanding Committed Rate Loans and Local Currency Loans made by such Bank or its Local Currency Bank affiliates, agencies or
branches plus (b) such Bank’s Swing Line Exposure and L/C Exposure.
“Committed Rate Loan”: as defined in subsection 2.1; a Committed Rate Loan bearing interest based upon the ABR shall be a
“Committed Rate ABR Loan”, and a Committed Rate Loan bearing interest based upon a Eurocurrency Rate shall be a “ Committed Rate
Eurocurrency Loan”.
“Commitment Period”: the period from and including the Closing Date to and including the earlier of (i) the Termination Date and,
(ii) such other date on which the Commitments shall terminate as provided herein.
“Commitments”: the Revolving Commitments and the Swing Line Commitments.
“Commonly Controlled Entity”: an entity, whether or not incorporated, which is under common control with the Company within
the meaning of Section 4001 of ERISA or is part of a group which includes the Company and which is treated as a single employer under
Section 414 of the Code.
“Company”: as defined in the preamble hereto.
“Company Guarantee”: the Guarantee of the Company, substantially in the form of Exhibit F-1, as amended, supplemented or
otherwise modified from time to time.
“Competitive Advance Loan”: as defined in subsection 3.1.
“Competitive Advance Loan Offer”: with respect to any Competitive Advance Loan Request in any Currency, an offer from a
Bank in respect of such Competitive Advance Loan Request, containing the information in respect of such Competitive Advance Loan
Offer and delivered to the Person, in the manner and by the time specified for a Competitive Advance Loan Offer in respect of such
Currency in the Administrative Schedule.
“Competitive Advance Loan Request ”: with respect to any Competitive Advance Loan in any Currency, a request from the
Specified Borrower in respect of such Loan, containing the information in respect of such Competitive Advance Loan and delivered to the
Person, in the manner and by the time specified for a Competitive Advance Loan Request in respect of such Currency in the Administrative
Schedule.
“Conduit Bank”: any special purpose corporation organized and administered by any Bank for the purpose of making Loans and
funding L/C Participant Obligations otherwise required to be made or funded by such Bank and designated to the Administrative Agent and
the Company by such Bank in a written instrument; provided, that the designation by any Bank of a Conduit Bank shall not relieve the
designating Bank of any of its obligations to fund a Loan or an L/C Participant Obligation under this Agreement if, for any reason, its
Conduit Bank fails to fund any such Loan or L/C Participant Obligation, and the designating Bank (and not the Conduit