TiVo 2006 Annual Report Download - page 181

"Multiple Employer Plan": A single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
Company or any ERISA Affiliate and at least one Person other than the Company and the ERISA Affiliates or (b) was so maintained and in respect of which
the Company or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.
"Notes": As defined in Section 2.04(d).
"NPL": The National Priorities List under CERCLA.
"Obligations": All obligations of every nature of the Company and any other Loan Party from time to time owed to the Administrative Agent, the
Lenders or any of them under the Loan Documents, whether for principal, interest, fees, expenses, indemnification or otherwise.
"Patriot Act": As defined in Section 9.14.
"PBGC": Means the Pension Benefit Guaranty Corporation, or any successor thereto.
"Permitted Acquisition": Means any Acquisition by the Company or any other Wholly-Owned Subsidiary of the Company of (i) all or
substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person or (ii) no less than 100% of the capital stock,
partnership interests, membership interests or equity of any Person, in each case to the extent that:
(a) such Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or
other equityholders of the Target; and
(b) no Potential Event of Default or Event of Default is in existence or would reasonably be expected to occur after giving effect to such
Acquisition;
(c) the cash purchase price of such Acquisition does not exceed $5,000,000;
(d) each of the following conditions precedent shall have been satisfied in a manner reasonably satisfactory to the Administrative Agent:
(1) the Administrative Agent shall receive not less than five Business Days' prior written notice of such Acquisition, which notice shall
include a reasonably detailed description of the proposed terms of such Acquisition and identify the anticipated closing date thereof;
(2) such Acquisition shall be structured such that in any Acquisition which involves the Company, the Company shall be the surviving
corporation and in any Acquisition involving a Wholly-Owned Subsidiary of the Company, such Wholly-Owned Subsidiary shall be the surviving
corporation;
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