Urban Outfitters 2014 Annual Report Download - page 94

Daily One Month LIBOR Loan, any day that is a Business Day described in clause (a) and that is also London Business Day, and (d) with respect to all
notices and determinations in connection with, and payments of principal and interest on, any Alternate Currency Loan, a day on which commercial banks
and the London foreign exchange market set the payments in the Principal Financial Center for the applicable Alternate Currency.
“Capital Asset” means, with respect to the Borrowers and their Subsidiaries, any asset that should, in accordance with GAAP, be classified and
accounted for as a capital asset on a Consolidated balance sheet of the Borrowers and their Subsidiaries.
“Capital Expenditure Payment(s)” means capital expenditures, net of all applicable tenant improvement allowances and any other amounts for fit-
out and other capital expenditures that will be reimbursed to any Borrower or Subsidiary from any source, including state and local government grants,
rebates and incentives, on the annual audited financial statements of Urban and its Consolidated Subsidiaries as prepared in accordance with GAAP.
“Capital Lease” means, with respect to the Borrowers and their Subsidiaries, any lease of any property that should, in accordance with GAAP, be
classified and accounted for as a capital lease on a Consolidated balance sheet of the Borrowers and their Subsidiaries.
“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether
general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of assets upon liquidation of, the issuing Person.
“Cash Management Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with a Credit Party, is a Lender,
an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent, or (b) at the time it (or its Affiliate) becomes a Lender (including
on the Closing Date), is a party to a Cash Management Agreement with a Credit Party, in each case in its capacity as a party to such Cash Management
Agreement.
“Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or
debit card (including non-card electronic payables), electronic funds transfer and other cash management arrangements.
“Change in Control” means any of the following: (i) any Person, either individually or acting in concert with one or more other Persons as a
“group,” shall have acquired beneficial ownership, directly or indirectly, of all of the issued and outstanding Capital Stock of Urban representing 51% or
more of the combined voting power of all issued and outstanding Capital Stock of Urban entitled to vote in the election of members of the board of directors of
Urban, other than the Capital Stock having such power only by reason of the happening of a contingency and (ii) the occurrence of a change in the
composition of the board of directors of Urban such that a majority of the members of such board during any period of two consecutive years are not
Continuing Members. As used herein, the term “group”, “beneficially own” or “beneficial ownership” shall have the meaning set forth in the Exchange Act and
the rules and regulations promulgated thereunder (except with respect to “beneficial ownership,” a person shall be deemed to have “beneficial ownership” of all
securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time).