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orders, permit conditions, licenses or any terms or provisions thereof related to clauses (A), (B), or (C) above. "Equity Interests" means any and all shares, interests, or other equivalent interests (however designated) in the equity of any Person, including capital stock, partnership interests and membership interests, and including any rights, options or warrants with respect thereto. "Equivalent Subscribers" means, with respect to any System, as of any date ofdetennination, the sum of. (A) the number of Basic Subscribers served by such System as of such date; (B) the number of Basic Subscribers represented by the Commercial Bulk Subscribers served by such System as of such date, which number of Commercial Bulk Subscribers shall be calculated by dividing (1) the monthly billings attribumble to such System's Commercial Bulk Subscribers for full basic cable service provided by such System for the calendar month immediately preceding the dam on which such calculation is made, by (2) the full, non-discounted monthly rate charged by such System for full basic cable service (excluding pass-through charges for sales was, line-itemized franchise fees, fees charged by the FCC and other similar line-itemized charges); and (C) the number of Basic Subscribers represented by the Residential Bulk Subscribers served by such System as of such date, which number of Residential Bulk Subscribers shall be calculated by determining the number of individual dwelling units in such Residential Bulk Subscriber (e.g., for an apartment building, the number of individual apartments in such building)as of such date. For purposes of the foregoing, monthly billings shall exclude billings for a la carte or optional service tiers and for pmmu m services, pass-through charges for sales taxes, line-itemized franchise fees, fees charged by the FCC and other similar line-itemized charges, and nonrecurring charges or credits which include those relating to installation, connection, relocation and disconnection fees and miscellaneous rental charges for equipment such as remote control devices and converters. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder, as amended and in effect from time to time. "ERISA Affiliate" means a trade or business affiliated within the meaning of Sections 414(b), (c) or (m) of the Code. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the Hiles and agdadOnS Ofttc SEC pmvwlgaicd'lrcmundeq as in effect -von time to tine. "Exchange Agreement" means the Exchange Agreement by and among the parties named therein, containing the provisions set forth in Exhibit E hereto and such other provisions as contemplated in Section 6.6, which agreement shall be executed and delivered on the Closing Date. "Falcon Companies" means, collectively, the companies listed on Schedule I.ltal hereto, each of which may be referred to herein individually as a "Falcon Company," and specifically excludes Ensor and Eason Finance and the other Ensmr partnerships listed on Schedule 4.4, Adlink, and all other Investment Persons. MIgrLr1EVotImON