OfficeMax 2013 Annual Report Download - page 206

“Paying Guarantor” has the meaning assigned to such term in Section 10.12.
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar
functions.
“Pensions Regulator” means the legal entity called the Pensions Regulator established under Part I UK Pensions Act 2004.
“Permitted Acquisition” means any acquisition by the Company or any Subsidiary, whether by purchase, merger or otherwise, of all or
substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:
(a) such acquisition shall be consensual;
(b) such acquisition shall be consummated in accordance with all Requirements of Law, except where the failure to so comply would not
reasonably be expected to have a Material Adverse Effect;
(c) in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such securities in the nature of directors’ qualifying
shares) acquired or otherwise issued by such Person or any newly formed Subsidiary of any Borrower in connection with such acquisition shall be directly
and beneficially owned 100% by the Company or any Subsidiary; and
(d) in the case of any acquisition in excess of $50,000,000, the Company shall furnish to the Administrative Agent a certificate from a Financial
Officer evidencing compliance with Section 6.04(n), together with such detailed information relating thereto as the Administrative Agent may reasonably
request to demonstrate such compliance; and
provided further, that it is understood that to the extent the assets acquired are to be included in any Borrowing Base, due diligence in respect of such acquired
assets satisfactory to the Administrative Agent, in its Permitted Discretion, shall have been completed.
“Permitted Convertible Notes” means any Indebtedness issued in a Permitted Convertible Notes Offering.
“Permitted Convertible Notes Offering” means any offering by the Company of unsecured or subordinated Indebtedness permitted by
Section 6.01 that is by its terms convertible, in whole or in part, into shares of the Company’s common stock or into cash based upon a conversion rate tied to
the Company’s common stock.
“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based
lender) business judgment.
“Permitted Encumbrances” means:
(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;
(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of
business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;
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