Audiovox 2012 Annual Report Download - page 185

(v) the Target shall have earnings before interest, taxes, depreciation and amortization for the four fiscal
quarter period prior to the acquisition dateand after giving effect to any pro forma adjustments reasonably acceptable to
the Administrative Agent, in an amount greater than $0;
(vi) such acquisition shall not be a “hostile” acquisition and shall have been approved by the Board of Directors
(or equivalent) and/or shareholders (or equivalent) of the applicable Credit Party and the Target;
(vii) after giving effect to such acquisition, there shall be at least $25,000,000 of Accessible Borrowing
Availability; and
(viii) the aggregate consideration (including, without limitation, equity consideration, earn out obligations,
deferred compensation, non-competition arrangements and the amount of Indebtedness and other liabilities incurred or
assumed by the Credit Parties and their Subsidiaries) paid by the Credit Parties and their Subsidiaries for all acquisitions
(other than the Acquisition on the Closing Date) made during the term of this Agreement shall not exceed $25,000,000.
“Permitted Holders” shall mean, as of the date of determination, (a) John J. Shalam, his spouse, their ancestors or lineal
descendants (by blood or adoption) and the spouses of such ancestors or lineal descendants (by blood or adoption) (collectively, the
“Shalam Associates”), (b) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of John J. Shalam or any
other Shalam Associates, (c) a trust or custodianship, to the extent that the beneficiaries of which, or a corporation or partnership, the
stockholders or general or limited partners of which, include only John J. Shalam and any other Shalam Associates, (d) any charitable
foundation a majority of whose members, trustees or directors, as the case may be, are John J. Shalam or any other Shalam Associates,
and (e) any corporation, partnership or other Person controlled by, controlling or under common control with any Person controlled by
any of the Persons included in clause (a) of this definition (as the term “controlled” is defined in the definition of the term “Affiliate”
herein).
“Permitted Investments” shall have the meaning set forth in Section 6.5.
“Permitted Liens” shall have the meaning set forth in Section 6.2.
“Person” shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity.
“Plan” shall mean, as of any date of determination, any employee benefit plan which is covered by Title IV of ERISA and in
respect of which any Credit Party or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
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