Document EvoaeXwzjgeYz4dGGbv4E83JR

i "Adjusted Nee Worth* shall mean, in the case of the Adjusted December Balance Sheet, the dollar amount of the ext cess of the assets over the liabilities of the Division as of December 31, 1993, as reflected under the caption "Division Equity" on the Adjusted December Balance Sheet and, in the case of the Adjusted Closing Balance Sheet, the dollar amount of the excess of the assets over the liabilities of the Division as of the Closing Date, as reflected under the caption "Division ,, Equity" in the Adjusted Closing Balance Sheet. Adjustment Amount" shall have the meaning set forth in Section 2.9(b). "Affiliate" shall mean, with respect to any Person, any other Person that directly, or through one or more inter mediaries, controls or is controlled by or is under common control with such first Person, and, if such a Person is an individual, any member of the immediate family (including parents, spouse and children) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is con trolled by any such member or trust. As used in this defini tion, "control" (including, with correlative meanings, "con trolled by" and "under common control with") shall mean pos session, directly or indirectly, of power to direct or cause the direction of management or policies (whether through own ership of securities or partnership or other ownership inter ests, by contract or otherwise). Unless otherwise specified, the term "Affiliate", when used with respect to Seller, shall include the Canadian Subsidiary. "Agreement" shall have the meaning set forth in the first paragraph hereof. "Allocation Statement" shall have the meaning set forth in Section 2.5(b). "Antitrust Laws" shall mean and include the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other fed eral, state, foreign and multinational (including European Community) statutes, rules, regulations, orders, decrees, ad ministrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having tbe purpose or effect of monopolization or restraint of trade. "Approval" shall mean any approval, consent, order, qualification, filing, application, authorization, license, permit, franchise or waiver. -2-