Employee Benefit Plan means each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), including, without limitation, all stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (1) any current or former employee, director or independent contractor of the Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its respective subsidiaries or (2) the Company or any of its subsidiaries has had or has any present or future obligation or liability.
Environmental Laws has the meaning set forth in Section 5.20 of the Subscription Agreement.
Event of Default has the meaning set forth in Condition 8(A) of the Terms and Conditions.
Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Exchange Rate means the foreign exchange rate between Korean Won and US Dollar determined by the final Korean Won and US Dollar base rate announced by KEB Hana Bank on the immediately preceding Business Day of the date of the Subscription Agreement (Korea time).
Ex-Dividend Date means the first date on which Common Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Shares on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.
Extraordinary Resolution has the meaning set forth in Condition 9(B)(i) of the Terms and Conditions.
Financing Documents means the Subscription Agreement, all schedules and exhibits hereto and the Bonds.
Fundamental Change means any of the following events:
(A) a person or group (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company, any of its Wholly Owned Subsidiaries or any employee benefit plans of the Company or any of its Wholly Owned Subsidiaries, has become and files any report with the SEC indicating that such person or group has become the direct or indirect beneficial owner (as defined below) of shares of the Companys Common Equity representing more than fifty percent (50%) of the voting power of all of the Companys then-outstanding Common Equity; provided, however, that, for these purposes, no person or group will be deemed to be the beneficial owner of any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or group until such tendered securities are accepted for purchase or exchange under such offer;
(B) the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than one or more of the Companys Wholly Owned Subsidiaries; or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property (other than changes resulting solely from a subdivision or combination, or a change in par value, of the Common Stock); provided, however, that any merger,