Audiovox 2012 Annual Report Download - page 93

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1.5 The Guarantor with its seat in Hauppauge, NY, USA is a stock corporation duly existing in accordance with the laws of
the State of Delaware, USA. The Guarantor is the sole shareholder of the Purchaser.
1.6 The Sellers and the Purchaser have agreed to sell the Transaction Shares from the Sellers to the Purchaser and VS as
well as IRS have agreed to sell their Shareholder Loans to the Guarantor (collectively the " Transaction") subject to
and in accordance with the provisions set forth hereinafter in this sale and purchase agreement (the " Agreement").
The Transaction shall take economic effect amongst the Sellers and the Purchaser as well as the Guarantor as of the
Effective Date.
2. Definitions
Affiliate means any entity controlled or under joint control as defined in
Sections 15 et seqq. of the German Act on Stock Corporations
(Aktiengesetz), as amended.
Agreement shall have the meaning set forth in Section 1.6.
Base Net Debt Balance shall have the meaning set forth in Annex 2.a.
Base Purchase Price shall have the meaning as set forth in Section 5.4.
Base Purchase Price Interest shall have the meaning as set forth in Section 5.5.
Base Shares Purchase Price shall have the meaning set forth in Section 5.2.
Base Working Capital shall have the meaning set forth in Annex 2.b.
Base Working Capital Deviation means the amount by which the Base Working Capital deviates from
the LTM Average January Working Capital.
Business Day means any day on which banks are open for business and money
transfers in Stuttgart/Germany.
Companies means collectively the Company and the Subsidiaries.
Company shall have the meaning set forth in Section 1.1.
Competing Activity shall have the meaning as set forth in Section 21.1.a.
Completion shall have the meaning set forth in Section 8.1.
Completion Date shall have the meaning set forth in Section 8.1.
Conditions Precedent shall have the meaning set forth in Section 7.1.
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