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<br />card rate, plus (ii) the number of EquivaJent Basic Subscribers; in each case determined as of the <br />most recent end-of-month billing cycle cut-off and reporting date. <br /> <br />"Benefit Plans" means any retirement, incentive or welfare plans or arrangements or any <br />other employee benefit plans, including, but not limited to, employee benefit plans defined in <br />Section 3(3) of ERISA, to which any Company Entity or any Affiliate of any Company Entity <br />contributes or which any Company Entity or any Affiliate of any Company Entity sponsors, <br />maintains or otherwise is bound for the benefit of current and former employees of the Company <br />Entities and any other plan or compensation arrangement, whether written or unwritten, that <br />provides to employees, former employees, officers, directors and shareholders of the Company <br />Entities any compensation or other benefits, whether deferred or not, including, without limitation, <br />any bonus or incentive plan, stock rights plan, stay bonuses arrangement, deferred compensation <br />arrangement, life insurance, stock purchase plan, severance pay plan and any other employee fringe <br />benefit plan. <br /> <br />"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is <br />not a day on which national banking institutions in the cities of Atlanta, Georgia or New York, New <br />York are authorized or obligated by law or executive order to be closed. <br /> <br />"Cable Systems" means the cable television systems owned and operated by the Company <br />Entities. all of which are set forth on Exhibit D, together with a list of the communities served by <br />each Cable System. <br /> <br />"Cash Fraction" is defined in Section 2.2(g)(ii)(A)(2). <br /> <br />"Certificate of Merger" is defined in Section 2.1(b). <br /> <br />"Certificate" is defined in Section 2.2(e). <br /> <br />"Closing" is defined in Section 8.1. <br /> <br />"Closing Date" is defined in Section 8.1. <br /> <br />"Code" means the Internal Revenue Code of 1986, as amended. <br /> <br />"Communications Act" means the Communications Act of 1934, as amended. <br /> <br />"Company" is defined in the first paragraph of this Agreement. <br /> <br />"Company Balance Sheet" means the consolidated balance sheet of the Company and its <br />consolidated Subsidiaries as of October 31, 1998 and the footnotes thereto set forth in the Company <br />SEC Reports. <br /> <br />ATI/90584-8 <br /> <br />A-2 <br />