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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 07/22/1999
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   "Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock and (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited).
 
   "Cash Equivalents" means (i) United States dollars, (ii) securities issued
or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality thereof having maturities of not more than one
year from the date of acquisition, (iii) certificates of deposit and Eurodollar
time deposits with maturities of not more than one year from the date of
acquisition, bankers' acceptances with maturities of not more than one year
from the date of acquisition and overnight bank deposits, in each case with (A)
Brown Brothers Harriman or (B) any other domestic commercial bank having
capital and surplus in excess of $500 million and a Thompson Bank Watch Rating
of "B" or better, (iv) repurchase obligations with a term of not more than 30
days for underlying securities of the types described in clauses (ii) and (iii)
above entered into with any financial institution meeting the qualifications
specified in clause (iii) above, (v) commercial paper having the highest rating
obtainable from Moody's Investors Service, Inc. or one of the two highest
ratings from Standard & Poor's with maturities of not more than one year from
the date of acquisition and (vi) money market funds at least 95% of the assets
of which constitute Cash Equivalents of the kinds described in clauses (i)-(v)
of this definition.
 
   "Change of Control" means the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the combined assets of the Issuers and their Restricted
Subsidiaries, taken as a whole, or of all or substantially all of the, direct
or indirect, assets of Avalon, in either case, to any "person" (as such term is
used in Section 13(d)(3) of the Securities Exchange Act) other than another
Issuer, a Restricted Subsidiary or an Additional Obligor; (ii) the adoption of
a plan relating to the liquidation or dissolution of an Issuer or Issuers which
individually or in the aggregate holds all or substantially all of the combined
assets of the Issuers; (iii) (A) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any "person" (as defined above), other than the Principals,
becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule
13d-5 under the Securities Exchange Act, except that a person shall be deemed
to have "beneficial ownership" of all securities that such person has the right
to acquire, whether such right is currently exercisable or is exercisable only
upon the occurrence of a subsequent condition), directly or indirectly, of more
than 35% of the Capital Stock of Avalon (measured by voting power rather than
number of shares) and (B) the Principals "beneficially own" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act, except
that a person shall be deemed to have "beneficial ownership" of all securities
that such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, in the aggregate a lesser percentage of the
Capital Stock of Avalon (measured by voting power rather than number of shares)
than such other person; (iv) the first day on which a majority of the members
of the Board of Directors of Avalon are not Continuing Managers; or (v) (A)
Avalon or an Issuer or Issuers which individually or in the aggregate holds all
or substantially all of the combined assets of the Issuers, consolidates with,
or merges with or into, any Person or (B) any Person consolidates with, or
merges with or into, Avalon or an Issuer or Issuers which individually or in
the aggregate holds all or substantially all of the combined assets of the
Issuers, in any such event pursuant to a transaction in which any of the
outstanding Voting Stock of such Issuer or Issuers or Avalon is converted into
or exchanged for cash, securities or other property, other than any such
transaction where the Voting Stock of such Issuer or Issuers or Avalon
outstanding immediately prior to such transaction is converted into or
exchanged for Voting Stock (other than Disqualified Stock) of the surviving or
transferee Person constituting a majority of the outstanding shares of such
Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance); provided, however, that notwithstanding the
foregoing, the Reorganization shall not be deemed to be a Change of Control.
 
   "Commission" means the Securities and Exchange Commission.
 
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