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<br />"Stock Split" means the two-for-one stock split of the Parent Class A Common Stock, Class
<br />C Common Stock and Series A Convertible Preferred Stock approved by the board of directors of
<br />Parent on March 17, 1999.
<br />
<br />"Subsidiary" shall mean, as to any Person, any other Person of which at least 50% of the
<br />equity and voting interests are owned, directly or indirectly, by such first Person.
<br />
<br />"Superior Proposal" means any bona fide, unsolicited written Acquisition Proposal that the
<br />board of directors of the Company determines in good faith on the basis of the advice ofa financial
<br />advisor and a legal advisor of nationally recognized reputation, and taking into account all the terms
<br />and conditions of the Acquisition Proposal, including, without limitation, the likelihood of
<br />consummation of such proposal, is more favorable to the Company's shareholders than the Merger
<br />and for which financing, to the extent required, is then fully committed or reasonably determined
<br />to be available by the board of directors of the Company.
<br />
<br />"Surviving Corporation" means the surviving corporation of the Merger.
<br />
<br />"System Rights" is defined in Section 3.7(a)(i).
<br />
<br />"'Taxes" is defined as all taxes, charges, fees, levies, charges, imposts, duties, withholdings
<br />or other assessments including, without limitation, income, withholding, capitaL excise,
<br />employment, occupancy, property, ad valorem, sales, transfer, recording, documentary, registration,
<br />motor vehicle, franchise, use and gross receipts taxes, imposed by the United States or any state,
<br />county, local or foreign government or any subdivision thereof. Such terms shall also include any
<br />interest, penalties, fines or additions attributable to such assessments.
<br />
<br />"T ax Return" is defined as any return, report, information return or other document
<br />(including any related or supporting information, any schedule or attachment thereto, and any
<br />amendment thereof) filed or required to be filed with any federal, state or local taxing authority in
<br />connection with the determination, assessment, collection, administration or imposition of any
<br />Taxes.
<br />
<br />"TBCA" means the Texas Business Corporation Act.
<br />
<br />"Ten Day Parent Weighted Average Stock Price" means the quotient of (a) the sum of the
<br />ten products determined by multiplying (i) the Daily Closing Stock Price for a share of Parent Class
<br />A Common Stock for each of the ten consecutive NYSE trading days ending on the second trading
<br />day prior to the Company Shareholders' Meeting by (ii) the number of shares of Parent Class A
<br />Common Stock traded on the NYSE on the day on which each such Daily Closing Stock Price
<br />occurred divided by (b) the aggregate number of shares of Parent Class A Common Stock traded on
<br />the NYSE during such ten trading day period.
<br />
<br />"Termination Date" is defined in Section 8.1.
<br />
<br />AT1I90584-8
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<br />A-9
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