This excerpt taken from the EBAY 8-K filed Apr 16, 2009.
For purposes of the Agreement (including this Exhibit A):
Agreement. Agreement shall mean the Share Purchase Agreement to which this Exhibit A is attached, as it may be amended from time to time.
Company Board. Company Board shall mean the board of directors of the Company.
Company Securities. Company Securities shall mean the Company Shares.
Company Shares. Company Shares shall mean the common shares, par value KRW 500 per share, of the Company.
Company Material Adverse Effect. Company Material Adverse Effect shall mean any effect, change, event or circumstance (each, an Effect) that, considered together with all other Effects, is materially adverse to or has a material adverse effect on: (a) the business, capitalization, assets, liabilities, financial condition or results of operations of the Company; provided, however, that, in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Company Material Adverse Effect: (i) Effects since the date of the Agreement resulting from conditions generally affecting the industries in which the Company participates, to the extent that such conditions do not have a disproportionate impact on the Company; (ii) Effects since the date of the Agreement resulting from conditions generally affecting the Korean or global economy as a whole, to the extent that such conditions do not have a disproportionate impact on the Company relative to other companies in the industry in which the Company operates; (iii) any adverse impact on the Companys employees, advertisers or customers to the extent directly attributable to the announcement and pendency of the Offer; (iv) any shareholder litigation commenced against the Company since the date of the Agreement and arising from allegations of breach of fiduciary duty of the Companys directors relating to their approval of the Agreement or from allegations of false or misleading public disclosure by the Company with respect to the Agreement; (v) Effects resulting from any change in Legal Requirements or Korean GAAP since the date of the Agreement, to the extent that such conditions do not have a disproportionate impact on the Company relative to other companies in the industry in which the Company operates; (vi) Effects resulting from the failure by the Company after the date of the Agreement to meet projections of earnings, revenues or other financial measures (whether such projections were made by the Company or independent third parties), in and of itself; (vii) Effects resulting from any change in the Companys stock price or trading volume, in and of itself; or (viii) any Effects resulting from the facts or circumstances underlying the Specified Matter, including any litigation resulting therefrom, any settlement, compromise or adjustment of the Specified Matter or any other claims made in connection therewith, or any judgment or Order entered into against the Company or any affiliate of the Company in connection therewith; (b) the ability of the Selling Shareholder to consummate the transactions contemplated by the Agreement or to perform any of its covenants or obligations under the Agreement; or (c) the ability of Purchaser: (i) to acquire the Shares; or (ii) to consummate the Share Purchase or any of the other transactions contemplated by this Agreement or to perform any of its covenants or obligations under the Agreement. Notwithstanding anything to the contrary contained in the previous sentence or elsewhere in the Agreement, any Effect underlying, causing or contributing to: (A) any litigation of the type referred to in clause (iv) of the proviso to clause (a) of the preceding sentence, or (B) any failure or change of the type referred to in clause (vi) or clause (vii) of the proviso to clause (a) of the preceding sentence, in each case may constitute, and shall be taken into account in determining whether there has been or would be, a Company Material Adverse Effect.
Disclosure Schedule. Disclosure Schedule shall mean the Disclosure Schedule that has been delivered by the Selling Shareholder to Purchaser on the date of the Agreement.
Knowledge. Knowledge shall mean, with respect to any particular matter, the actual knowledge of the executive officers and directors of the Company identified on Schedule I to this Exhibit A regarding such matter after having investigated such matter with the employee or employees of the Company who would reasonably be expected to have knowledge of such matter.