Supercuts 2008 Annual Report Download - page 128

" Buyer Parties " means Regis and its Affiliates (including, after the Closing, the Company and its Subsidiaries, but excluding Seller and its
Affiliates) and their respective stockholders, officers, directors, employees, agents, partners, members, representatives, successors and assigns.
" Buyout Adjustment Amount " means the aggregate of the Buyout Payments, provided that, where the amount of any such payment or cost
(or portion thereof) is deductible for Tax purposes, such amount (or portion thereof) shall be multiplied by 0.6.
" Buyout Payments " means the amounts paid to the holders of Outside BF Interests for the purchase or repurchase of Capital Stock of
BeautyFirst and the repurchase or cancellation of Options with respect to BeautyFirst, whether before, at or after Closing, together with any
Losses incurred by Buyer Parties after Closing in causing BeautyFirst to become a wholly-owned Subsidiary (including costs and expenses
incurred in effecting a "squeeze-out" merger if necessary and any amounts payable under the BeautyFirst stockholders agreement).
" Capital Stock " means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation and any and all ownership interests in a Person (other than a corporation), including membership interests, partnership interests, joint
venture interests and beneficial interests, and any and all warrants, options or rights to purchase any of the foregoing.
" CC Newco " means a newly incorporated Delaware corporation that will be party to, among other things, the Consulting Agreement.
" CERCLA " means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.
" Closing " has the meaning set forth in Section 2.2(a) .
" Closing Date " has the meaning set forth in Section 2.2(a) .
" Closing Statement " has the meaning set forth in Section 2.5(b) .
" Code " means the Internal Revenue Code of 1986, as amended, and any reference to any particular Code section shall be interpreted to
include any revision of or successor to that section regardless of how numbered or classified.
" Company Transaction " has the meaning set forth in Section 4.8 .
" Confidential Information " means all information of a confidential or proprietary nature (whether or not specifically labeled or identified
as "confidential"), in any form or medium, that relates to the business, products, services or research or development of the Company or its
Subsidiaries or their respective suppliers, distributors, customers, independent contractors or other business relations. Confidential Information
includes the following: (i) internal business information (including historical and projected financial information and budgets and information
relating to strategic and staffing plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and
pricing structures); (ii) identities of, individual requirements of, specific contractual arrangements with, and other confidential or proprietary
information about, the Company's or any of its Subsidiaries' suppliers, distributors, customers, independent contractors or other business
relations and their confidential or proprietary information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems,
formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; and (iv) inventions, innovations,
improvements, developments, designs, analyses, software architectures, drawings, reports and all similar or related information (whether or not
patentable and whether or not reduced to practice).
" Consulting Agreement " has the meaning set forth in Section 3.1(i) .
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