Company Superior Proposal
means a Company Takeover Proposal, substituting
50% for 20% in the definition thereof, that the Company Board determines in good faith, after consultation with the Companys independent financial advisors and outside legal counsel, taking into account the timing,
likelihood of consummation, legal, financial, regulatory and other aspects of the Company Takeover Proposal, including the financing terms thereof, and such other factors as the Company Board considers to be appropriate, to be more favorable to the
Company and its shareholders than the transactions contemplated by this Agreement.
Company Takeover Proposal
means any
bona fide
proposal or offer made by any Person or group of related Persons (other than Parent and its Subsidiaries and Affiliates), and whether involving a transaction or series of related transactions, for (i) a merger, reorganization,
share exchange, consolidation, business combination, dissolution, liquidation or similar transaction involving the Company, (ii) the acquisition by any Person or group of related Persons (other than Parent and its Affiliates) of more than 20%
of the assets of the Company and its Subsidiaries, on a consolidated basis (in each case, including securities of the Subsidiaries of the Company), or (iii) the direct or indirect acquisition by any Person or group of related Persons (other
than Parent and its Affiliates) of more than 20% of the Company Common Shares then issued and outstanding.
Company Termination
Fee
means a cash amount equal to $74,000,000.
Contract
means any contract, note, bond, mortgage, indenture,
deed of trust, license, lease, agreement, arrangement, commitment or other instrument or obligation that is legally binding.
Convertible Debentures
means 5.75% Junior Subordinated Convertible Debentures due 2029 issued by the Company pursuant to
the Convertible Debenture Indenture.
Convertible Debenture Indenture
means the Indenture, dated as of October 13,
2009, between the Company, as Issuer, and U.S. Bank National Association, as Trustee.
Debt Financing Sources
means (i)
(A) the entities that have committed to provide or arrange or act as agents for the Debt Financing, including the Debt Commitment Letter, solely in their capacities as such, and (B) the parties to any joinder agreements or any definitive
documentation entered pursuant thereto or relating thereto who commit to provide or arrange or act as agents for the Debt Financing, solely in their capacities as such, together with (ii) their respective Affiliates and the former, current and
future officers, directors, employees, agents and representatives and successors and assigns of the foregoing.
Environmental
Law
means any Law (i) relating to pollution or the protection, preservation or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or
any other natural resource), or any exposure to or release of, or the management of (including the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production or disposal of) any hazardous materials or
(ii) that regulates, imposes liability (including for enforcement, investigatory costs, cleanup, removal or response costs, natural resource damages, contribution, injunctive relief, personal injury or property damage) or establishes standards
of care with respect to any of the foregoing.
Environmental Permit
means any permit, certificate, registration,
notice, approval, identification number, license or other authorization required under any applicable Environmental Law.
ERISA
Affiliate
means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or
Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same controlled group as the first entity, trade or business pursuant to
Section 4001(a)(14) of ERISA.
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