Honeywell 2005 Annual Report Download - page 176

"Change of Control" means that (i) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of
1934, as amended (the "Act")) (other than the Company, any Subsidiary of the Company or any savings, pension or other benefit plan for the benefit
of employees of the Company or its Subsidiaries) which theretofore beneficially owned less than 30% of the Voting Stock of the Company then
outstanding shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
under the Act) of 30% or more in voting power of the outstanding Voting Stock of the Company or (ii) during any period of twelve consecutive
calendar months commencing at the Effective Date, individuals who at the beginning of such twelve-month period were directors of the Company
shall cease to constitute a majority of the Board of Directors of the Company.
"Commitment" means as to any Lender (i) the Canadian Dollar amount set forth opposite its name on the signature pages hereof under the
caption "Commitment" or (ii) if such Lender has entered into any Assignment and Acceptance, the Canadian Dollar amount set forth for such Lender
in the Register maintained by the Agent pursuant to Section 9.06(d) as such Lender's Commitment, in each case as the same may be terminated or
reduced, as the case may be, pursuant to Section 2.05.
"Consolidated" refers to the consolidation of accounts in accordance with GAAP.
"Consolidated Subsidiary" means, at any time, any Subsidiary the accounts of which are required at that time to be included on a Consolidated
basis in the Consolidated financial statements of the Company, assuming that such financial statements are prepared in accordance with GAAP.
"Convert", "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to
Section 2.08, 2.11 or 2.12.
"Debt" means, with respect to any Person: (i) indebtedness of such Person, which is not limited as to recourse to such Person, for borrowed
money (whether by loan or the issuance and sale of debt securities) or for the deferred (for 90 days or more) purchase or acquisition price of property
or services; (ii) indebtedness or obligations of others which such Person has assumed or guaranteed; (iii) indebtedness or obligations of others secured
by a lien, charge or encumbrance on property of such Person whether or not such Person shall have assumed such indebtedness or obligations; (iv)
obligations of such Person in respect of letters of credit (other than performance letters of credit, except to the extent backing an obligation of any
Person which would be Debt of such Person), acceptance facilities, or drafts or similar instruments issued or accepted by banks and other financial
institutions for the account of such Person; and (v) obligations of such Person under leases which are required to be capitalized on a balance sheet of
such Person in accordance with GAAP.
"Default" means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or
time elapse or both. 6