Nautilus 2009 Annual Report Download - page 292

“ Voting Stock ” means Capital Stock issued by a corporation, or equivalent interests in any other Person, the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person,
even though the right to so vote has been suspended by the happening of a contingency.
Section 1.2 Accounting Terms .
(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial
data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to time.
(b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any
Loan Document, and either Borrower or Lender shall so request, Lender and Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to Lender
financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
Section 1.3 Rules of Construction . The definitions of terms in this Agreement shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The
words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be
construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any reference in this Agreement to
any Person shall be construed to include such Person’s successors and assigns, (b) the words “herein,” “hereof,” and “hereunder,” and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement, (c) all
references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement, (d) any reference to any law or regulation in this Agreement shall, unless otherwise specified, refer to such
law or regulation as amended, modified, or supplemented from time to time, (e) the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and
contract rights, (f) the use of the word “or” is not exclusive, and (g) in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through”
means “to and including.”
Section 1.4 Rounding . Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio
is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
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