Audiovox 2012 Annual Report Download - page 165

“Consolidated Net Income” shall mean, as of any date of determination for the four (4) consecutive fiscal quarter period ending
on such date, the net income (excluding (a) gains from Dispositions not in the ordinary course of business, (b) gains from the early
extinguishment of Indebtedness, (c) all non-cash income, (d) tax credits, rebates and other benefits and (e) income received from joint
venture investments to the extent not received in cash by a Credit Party) of the Company and its Subsidiaries on a Consolidated basis for
such period, all as determined in accordance with GAAP.
“Continuing Director” shall mean (a) any member of the Board of Directors of the Company who was a director (or comparable
manager) on the Closing Date, after giving effect to the execution and delivery of this Agreement and the other transactions
contemplated hereby to occur on such date, and (b) any individual who becomes a member of the Board of Directors of the Company
after the Closing Date if such individual was approved, appointed or nominated for election to the Board of Directors by either the
Permitted Holders or a majority of the Continuing Directors.
“Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any contract,
agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.
“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.
“Copyright Licenses” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right
under any Copyright.
“Copyrights” shall mean all copyrights in all Works, all registrations and recordings thereof, and all applications in connection
therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office or in any similar
office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise and all
renewals thereof.
“Credit Documents” shall mean this Agreement, each of the Notes, any Joinder Agreement, the Letters of Credit, LOC
Documents and the Security Documents and all other agreements, documents, certificates and instruments delivered to the
Administrative Agent or any Lender by any Credit Party in connection therewith (other than any agreement, document, certificate or
instrument related to a Bank Product).
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