Audiovox 2012 Annual Report Download - page 184

“Payment Event of Default” shall mean an Event of Default specified in Section 7.1(a).
“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.
“Permitted Acquisition” shall mean an acquisition or any series of related acquisitions by a Credit Party of (a) all or substantially
all of the assets or a majority of the outstanding Voting Stock or economic interests of a Person, (b) a Person that is incorporated, formed
or organized by a merger, amalgamation or consolidation or any other combination with such Person or (c) any division, line of business
or other business unit of a Person (such Person or such division, line of business or other business unit of such Person shall be referred
to herein as the “Target”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the
Credit Parties and their Subsidiaries pursuant to Section 6.3, in each case so long as:
(i) no Default or Event of Default shall then exist or would exist immediately after giving effect thereto;
(ii) the Credit Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that, after
giving effect to the acquisition on a Pro Forma Basis, (A) the Credit Parties are in compliance with each of the financial
covenants set forth in Section 5.9 and (B) the Total Leverage Ratio shall be 0.25 to 1.0 less than the then applicable level
set forth in Section 5.9;
(iii) the Administrative Agent, on behalf of the Secured Parties, shall have received (or shall receive in
connection with the closing of such acquisition) a first priority perfected security interest in all property (including,
without limitation, Equity Interests) acquired with respect to the Target in accordance with the terms of Sections 5.10
and 5.12 (subject to Permitted Liens) and the Target, if a Person, shall have executed a Joinder Agreement in accordance
with the terms of Section 5.10;
(iv) the Administrative Agent and the Lenders shall have received (A) a description of the material terms of
such acquisition, (B) audited financial statements (or, if unavailable, management-prepared financial statements) of the
Target for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date,
(C) Consolidated projected income statements of the Credit Parties and their Subsidiaries (giving effect to such
acquisition), and (D) not less than five (5) Business Days prior to the consummation of any Permitted Acquisition with a
purchase price in excess of $2,000,000, a certificate substantially in the form of Exhibit 1.1(e), executed by an
Authorized Officer of the Company certifying that such Permitted Acquisition complies with the requirements of this
Agreement;
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