definiens: shall mean that : ( A ) the Surviving Corporation President is convicted of or enters a plea of guilty or nolo contendre to a felony, or is convicted of or enters a plea of guilty or nolo contendre to a crime or offense involving Buyer or Surviving Corporation, any of their subsidiaries or any or their properties or is charged or indicted by a law enforcement or other government agency for a crime involving moral turpitude ; ( B ) the Surviving Corporation President misappropriates funds of Buyer or Surviving Corporation in a manner involving dishonesty, fraud or disloyalty ; ( C ) the Surviving Corporation President fails to satisfactorily carry out the reasonable directives of Buyer 's Chief Executive Officer, to the extent such directives are not inconsistent with the terms of this Agreement ; ( D ) the Surviving Corporation President fails or is unable or unwilling for any reason to devote his full business time and attention to the affairs of the Surviving Corporation ( other than by reason of death or disability ) and such failure, unwillingness or inability continues for a period of thirty ( 30 ) days after having received written notice thereof from Buyer ; ( E ) the Surviving Corporation President engages in willful misconduct with respect to his duties on behalf of the Surviving Corporation and such activity continues for a period of thirty ( 30 ) days after having received written notice thereof from Buyer ; or ( F ) the Surviving Corporation fails to achieve during any of the four ( 4 ) measurement periods, each comprised of four ( 4 ) consecutive calendar quarters, with the first such measurement period ending on September 30, 2006, and the succeeding measurement periods ending on March 31, 2007, September 30, 2007, and March 31, 2008, respectively, the applicable Minimum Required Revenue Growth for such measurement period . shall mean, with respect to each applicable measurement period of four ( 4 ) consecutive quarters, that the revenue recognized by the Company or the Surviving Corporation during such measurement period in accordance with, as applicable to Company revenues, past accounting principles of the Company, which on an annual basis and subject to year end adjustments are in accordance with GAAP, and as applicable to Surviving Corporation revenues, the definition of Milestone Revenue in Section 1.9(a)(xiii ) herein, is at least 110 % of the revenue recognized by the Company and/or the Surviving Corporation ( determined in the case of the Company or the Surviving Corporation, as applicable, the 15 < PAGE > revenue recognition principles corresponding to each as aforesaid ), during the base period consisting of the four ( 4 ) consecutive calendar quarters immediately preceding the first quarter of the corresponding measurement period and ending on the last day of the quarter immediately preceding the commencement of the measurement period . The revenue recognized by the Company or the Surviving Corporation for purposes of this Section 1.9(e)(i)(F ), shall be ( 1 ) for any quarter commencing after the Effective Time, the Milestone Revenue for such quarter determined in accordance with Section 1.9, ( 2 ) for any quarter ending prior to the Effective Time, the revenue shown on the financial statements for such quarter prepared by the Company ( and for any quarter ending prior to June 30, 2005, included in the Disclosure Schedule ), and ( 3 ) for the quarter in which the Effective Time occurs, the sum of the revenues shown on the financial statements for ( X ) the Surviving Corporation for the period between the Effective Time and the last day of such quarter as prepared by Buyer and ( Y ) the Company for the period between the first day of such quarter and the Effective Time . Any right on the part of Buyer for termination of the Surviving Corporation President for Cause pursuant to this Section 1.9(e)(i)(F ) must be exercised by Buyer within thirty ( 30 ) days after the date of determination of whether the Minimum Required Revenue Growth for any applicable period shall have been achieved by the Surviving Corporation, which determination shall be made no later than forty - five ( 45 ) days after the last day of each respective period