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<br />EXHIBIT A <br /> <br />Definitions <br /> <br />"Acquisition Proposal" means any offer or proposal for, or any indication of interest in (i) <br />a merger, consolidation. share exchange, business combination, reorganization, recapitalization or <br />other similar transaction involving the Company or any other Company Entity or (ii) the acquisition, <br />directly or indirectly, of (A) an equity interest representing 15% or more of the voting securities of <br />the Company or any other Company Entity or (B) assets, securities or ownership interests <br />representing an amount equal to 15% or more of the consolidated assets or earning power of the <br />Company. other than the transactions contemplated by this Agreement or permitted pursuant to <br />Section 5.2 hereof. <br /> <br />"Advisor" and "Advisor Agreement" are defined in Section 3.11. <br /> <br />"Affiliates" means any Person directly or indirectly controlling, controlled by. or under <br />common control with, the Person with respect to whom the term "Affiliate" is used. <br />Notwithstanding the foregoing a Person shall be deemed an "Affiliate" of a Person with respect to <br />whom the term "Affiliate" is used if 10% or more of the voting securities of such Person is owned, <br />directly or indirectly, by the Person with respect to whom the term "Affiliate" is used. <br /> <br />"Agreement" means this Agreement and Plan of Merger among Parent. Merger Sub and the <br />Company. and all the Exhibits and Schedules hereto, as amended from time to time. <br /> <br />"All Cash Amount" is defined in Section 2.2(c). <br /> <br />"All Cash Election" is defined in Section 2.2( e ). <br /> <br />"All Stock Amount" is defined in Section 2.2(c). <br /> <br />"All Stock Election" is defined in Section 2.21 e ). <br /> <br />"Assets" shall mean all of the Company Entities' properties, assets, privileges, rights, <br />interests, claims and good wilL real and personal, tangible and intangible. of every type and <br />description. including any Company Entity's leasehold interests in leased property (but excepting <br />any assets disposed of by the Company Entities prior to the Closing in the ordinary course of <br />business and not in violation of this Agreement), which are used or held for use in connection with <br />the operation of the Cable Systems and the business of the Company Entities. now in existence or <br />hereafter acquired by the Company Entities prior to the Closing, including, without limitation, those <br />assets described in Section 3.7. <br /> <br />',- <br /> <br />"Basic Subscribers" means the sum of (i) the number of all active subscribers to the Cable <br />Systems receiving the lowest level of television service that may be subscribed to by such <br />subscribers, who are billed for such service at a monthly rate equal to the published residential rate <br /> <br />ATl/90584-8 <br />