LUX » Topics » Series

This excerpt taken from the LUX 6-K filed Jul 11, 2008.
“Series” means any of the Series A, Series B or Series C Notes, as the case may be.

 

Solvent” means with respect to the Initial Subsidiary Guarantor that on the date of Closing (i) the fair market value of the assets of the Initial Subsidiary Guarantor is greater than the total amount of liabilities (including contingent liabilities) of the Initial Subsidiary Guarantor, (ii) the present fair saleable value of the assets of the Initial Subsidiary Guarantor is greater than the sum of stated liabilities and identified contingent liabilities, (iii) the Initial Subsidiary Guarantor is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature, (iv) the Initial Subsidiary Guarantor does not have unreasonably small capital and (v) the Initial Subsidiary Guarantor is not unable to or has not been deemed to be unable to pay its debts as they fall due.

 

Subsidiary” means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership, joint venture or limited liability company if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Parent.

 

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Subsidiary Guarantee” is defined in Section 1(c).

 

Subsidiary Guarantors” means each of the Initial Subsidiary Guarantor and any Additional Subsidiary Guarantors.

 

SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

 

Target” means (1) Oakley, Inc. and its Subsidiaries and (2) any company acquired after November 14, 2007 by a member of the Group, and the Subsidiaries of such company, for which the Parent elects to provide, or would otherwise be required to provide pursuant to Regulation S-X, pro forma financial results in the Consolidated Financial Statements and Consolidated Quarterly Financial Statements (as the case may be).

 

Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

 

Taxing Jurisdiction” is defined in Section 13.

 

Total Assets” means, as of the date of any determination, the consolidated total assets of the Group shown on the Consolidated Financial Statements or Consolidated Quarterly Financial Statements (as the case may be) most recently delivered to the holders of the Notes.

 

USA Patriot Act means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

 

Wholly-Owned Subsidiary” means any Subsidiary all of the equity interests (except director’s qualifying shares) and voting interests of which are owned by any one or more of the Parent and other Wholly-Owned Subsidiaries.

 

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