(16) the sale, transfer or other disposition of fixed assets in the ordinary
course of business for the purpose of replacing such fixed assets; provided that any such fixed assets are replaced within one hundred eighty (180) days of such sale, transfer or other disposition with other fixed assets which have a
Fair Market Value not materially less than the Fair Market Value of the fixed assets sold, transferred or otherwise disposed.
Attributable Debt in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of
the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended.
Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such Sale and Leaseback Transaction results in a
Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation.
Bankruptcy Law means Title 11 of the U.S. Code or any similar federal or state law for the relief of debtors.
Beneficial Owner has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
except that in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to have beneficial ownership of all securities that
such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms Beneficially Owns and
Beneficially Owned have a corresponding meaning.
Board of Directors means:
(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on
behalf of such board;
(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;
(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing
members thereof; and
(4) with respect to any other Person, the board or committee of such Person serving a similar
Broker-Dealer means a broker or dealer registered under the Exchange Act.
Business Day means any day other than a Legal Holiday.
Capital Distribution means a payment made, liability incurred or other consideration given by the Company or any of its
Subsidiaries, for the purchase, acquisition, redemption, repurchase, payment, defeasance, cancellation, termination or retirement of any capital stock or other Equity Interest of the Company or such Subsidiary, as applicable, or as a dividend,
return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in its common Capital Stock or other common Equity Interests) in respect of the Companys or such Subsidiarys
(as the case may be) Capital Stock or other Equity Interest.
Capital Lease Obligation means, at the time any
determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of
the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.