Nautilus 2005 Annual Report Download - page 82

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“Base Rate” shall mean a rate per annum equal to the greater of (a) the Prime Rate or (b) one-half of one percent (.50%) in excess of the
Federal Funds Effective Rate. Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate.
“Base Rate Loan” shall mean a Revolving Loan described in Section 2.2(a) hereof, that shall be denominated in Dollars and on which
Borrower shall pay interest at a rate equal to the Derived Base Rate.
“Borrower” shall mean that term as defined in the first paragraph hereof.
“Borrower Investment Policy” shall mean the investment policy of Borrower as in effect on the Closing Date, attached hereto as Exhibit
F , together with such modifications as approved from time to time by the Board of Directors of Borrower.
“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which national banks are authorized or required to
close in Cleveland, Ohio, and, if the applicable Business Day relates to a Eurodollar Loan, a day of the year on which dealings in deposits are
carried on in the London interbank Eurodollar market.
“Capital Distribution” shall mean a payment made, liability incurred or other consideration given by a Company to any Person that is not
a Company, for the purchase, acquisition, redemption, repurchase or retirement of any capital stock or other equity interest of such Company or
as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in
capital stock or other equity of such Company) in respect of such Company’s capital stock or other equity interest.
“Capitalized Lease Obligations” shall mean obligations of any of the Companies for the payment of rent for any real or personal property
under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for
purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.
“Change in Control” shall mean (a) the acquisition of, or, if earlier, the approval by Borrower’s shareholders or directors of the
acquisition of, ownership or voting control, directly or indirectly, beneficially or of record, on or after the Closing Date, by any Person or group
(within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as then in effect), of shares representing more than
twenty-five percent (25%) of the aggregate ordinary Voting Power represented by the issued and outstanding capital stock of Borrower; (b) the
occupation of a majority of the seats (other than vacant seats) on the board of directors or other governing body of Borrower by Persons who
were neither (i) nominated by the board of directors or other governing body of Borrower nor (ii) appointed by directors so nominated; or
(c) the occurrence of a change in control, or other similar provision, as defined in any Material Indebtedness Agreement.
“Closing Date” shall mean the effective date of this Agreement as set forth in the first paragraph of this Agreement.
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