Audiovox 2012 Annual Report Download - page 162

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) reflecting a change in interpretation of (a) or (b) above by any Governmental
Authority; provided, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all
requests, rules, regulations, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant
to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
“Change of Control” shall mean (a) at any time that the Permitted Holders are not directly or indirectly the “beneficial owner”
(as such term is used in Rule 13d- 3 of the Exchange Act) of at least thirty (30%) percent of the voting power of the Voting Stock of
the Company then entitled to vote; (b) any “person” or “group” (as such terms are used in Rule 13d- 5 of the Exchange Act, and
Sections 13(d) and 14(d) of the Exchange Act) of persons, other than the Permitted Holders, becomes, directly or indirectly, in a single
transaction or in a related series of transactions, the “beneficial owner” (as such term is used in Rule 13d- 3 of the Exchange Act) of a
greater percentage than is owned by the Permitted Holders of the voting power of the Voting Stock of the Company then entitled to
vote; (c) the Continuing Directors shall cease for any reason to constitute a majority of the Board of Directors of the Company then in
office; (d) except as otherwise expressly permitted herein, the Company shall cease to be the direct or indirect holder and owner of one
hundred (100%) percent of the voting power of the Voting Stock of the other Credit Parties then entitled to vote.
“Closing Date” shall mean the date of this Agreement.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Collateral” shall mean a collective reference to the collateral which is identified in, and at any time will be covered by, the
Security Documents and any other property or assets of a Credit Party, whether tangible or intangible and whether real or personal, that
may from time to time secure the Credit Party Obligations; provided that there shall be excluded from the Collateral (a) any account,
instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person or
Sanctioned Entity, (b) any lease in which the lessee is a Sanctioned Person or Sanctioned Entity and (c) real property subject to Liens
permitted by Section 6.2(r) and 6.2(s).
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