Audiovox 2012 Annual Report Download - page 187

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which
the thirty-day notice period is waived under PBGC Reg. §4043.
“Required Lenders” shall mean, as of any date of determination, Lenders holding at least a majority of (a) the outstanding
Revolving Commitments and Term Loan or (b) if the Revolving Commitments have been terminated, the outstanding Loans and
Participation Interests; provided, however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded
from the determination of Required Lenders, Obligations (including Participation Interests) owing to such Defaulting Lender and such
Defaulting Lender's Commitments.
“Requirement of Law” shall mean, as to any Person, (a) the articles or certificate of incorporation, by-laws or other
organizational or governing documents of such Person, and (b) all international, foreign, Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes, executive orders, and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority (in each case whether or not having the force of law); in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is subject.
“Responsible Officer” shall mean, for any Credit Party, the chief executive officer, the president, general counsel or chief
financial officer of such Credit Party and any additional responsible officer that is designated as such to the Administrative Agent in its
reasonable discretion.
“Restricted Payment” shall mean (a) any dividend or other distribution, direct or indirect, on account of any shares (or
equivalent) of any class of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (b) any
redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or
equivalent) of any class of Equity Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (c) any payment
made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity
Interests of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (d) any payment or prepayment of principal of,
premium, if any, or interest on, redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any
Subordinated Debt of any Credit Party or any of its Subsidiaries, (e) the payment by any Credit Party or any of its Subsidiaries of any
management, advisory or consulting fee to any Affiliate of a Credit Party or any of their Subsidiaries or (f) the payment of any
extraordinary salary, bonus or other form of compensation to any Person who is directly or indirectly a significant partner, shareholder,
owner or executive officer of any such Person, to the extent such extraordinary salary, bonus or other form of compensation is not
included in the corporate overhead of such Credit Party or such Subsidiary.
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