Audiovox 2012 Annual Report Download - page 163

“Commitment” shall mean the U.S. Revolving Commitments, the Multicurrency Revolving Commitments the LOC
Commitment, the Term Loan Commitments and the Swingline Commitment, individually or collectively, as appropriate.
“Commitment Fee” shall have the meaning set forth in Section 2.5(a).
“Commitment Percentage” shall mean the U.S. Revolving Commitment Percentage, the Multicurrency Revolving
Commitment Percentage and/or the Term Loan Commitment Percentage, as appropriate.
“Commitment Period” shall mean (a) with respect to Revolving Loans and Swingline Loans, the period from and including the
Closing Date to but excluding the Maturity Date and (b) with respect to Letters of Credit, the period from and including the Closing
Date to but excluding the date that is five (5) days prior to the Maturity Date.
“Commonly Controlled Entity” shall mean an entity, whether or not incorporated, which is under common control with any
Borrower within the meaning of Section 4001(b)(1) of ERISA or is part of a group which includes any Borrower and which is treated as
a single employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Section 412 of the Code to the extent required
by such Section, Section 414(m) or 414(o) of the Code.
“Company” shall have the meaning set forth in the first paragraph of this Agreement.
“Company Material Adverse Effect” shall mean a material adverse change of the business or operation of the Acquired
Company and its Subsidiaries other than any change or effect resulting from (i) the general economic conditions, including the general
developments of the capital markets or conditions affecting companies and undertakings generally in the industries in which the
Acquired Company and its Subsidiaries operate (ii) any disruptions to any business of the Acquired Company and its Subsidiaries, which
is attributable to the announcement of the Acquisition Agreement or the transactions contemplated thereby and (iii) any changes in the
laws of any relevant jurisdictions or the interpretations thereof taken as a whole which (x) causes a financial loss to the Acquired
Company and its Subsidiaries of more than €4,000,000.00 (in words: four million Euro), (y) causes a reduction of more than 20% in
consolidated turnover of the Acquired Company and its Subsidiaries in the 12 month period immediately following the Signing Date (as
defined in the Acquisition Agreement) or (z) will result in EBITDA (as defined in the Acquisition Agreement) of the Acquired
Company and its Subsidiaries in the 12 month period immediately following the Signing Date (as defined in the Acquisition Agreement)
which is at least 20% lower than it would have been, had the respective material adverse change not taken place; unless the effects of
such adverse change are covered by insurance or the Sellers otherwise have compensated such adverse change.
“Consolidated” shall mean, when used with reference to financial statements or financial statement items of the Company and
its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of
GAAP.
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