Radio-Tel definition
Radio-Tel has the meaning set forth in Section 5.16(a). "Regulatory Issue" has the meaning set forth in Section 5.16(a). "S-4 Registration Statement" has the meaning set forth in Section 5.10. "Satisfactory Regulatory Comfort" has the meaning set forth in Section 6.18. "SEC" means the U.S. Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended from time to time. "Shareholders Agreement" has the meaning set forth in Section 6.5. "SMR" has the meaning set forth in the Recitals. "Superior Proposal" has the meaning set forth in Section 5.11(a). "Supplemental WVB Proposal" has the meaning set forth in Section 5.16(a). "Surviving Corporation" has the meaning set forth in the Recitals. "Tax" and "Taxes" mean any and all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, estimated, stamp, occupation, premium, property, customs duty and other tax, fee, assessment, or similar charge of any kind whatsoever, together with interest and penalties, additions to the tax, and additional amounts imposed in connection with such tax by any Tax Authority, whether U.S. or foreign. "Tax Authority" has the meaning set forth in Section 3.11. "Tax Returns" means all returns (including information returns), reports, estimates, elections, declarations, statements, forms, requests for extensions of time, and other documents (including any schedule, exhibit, or any other attachment to such documents) relating to or required to be filed with any Tax Authority or any other Person pursuant to any federal, state or local law, whether U.S. or foreign. "Telcom" has the meaning set forth in Section 2.2.1(a). "Telcom Note" means the promissory note dated January 1, 1995 made by WVB to Telcom. "Termination Notice Date" has the meaning set forth in Section 2.4.3(b). "VSCA" has the meaning set forth in Section 2.1.1(a). "Working Capital Excess" has the meaning set forth in Section 2.5(b). "WVB" has the meaning set forth in the introductory paragraph. "WVB Affiliates" has the meaning set forth in the Recitals. "WVB Common Stock" has the meaning set forth in the Recitals. "WVB Group" means the "affiliated group" of corporations of which WVB is the "common parent" corporation (as those terms are used in Section 1504 of the Code) as determined immediately prior to the Closing Date and without regard to Section 1504(b)(3) (concerning foreign corporations). "WVB Optionholders...