THE OUTSTANDING VOTING SHARES (NOT INCLUDING ANY
VOTING SHARES HELD BY THE PERSON OR PERSONS MAKING OR PARTY TO, OR ASSOCIATED OR
AFFILIATED WITH THE PERSONS MAKING OR PARTY TO, SUCH PURCHASE, TENDER OR
EXCHANGE OFFER), OR (IV) CONSUMMATE A SHARE PURCHASE AGREEMENT OR OTHER BUSINESS
COMBINATION (INCLUDING, WITHOUT LIMITATION, A REORGANIZATION, RECAPITALIZATION,
SPIN-OFF OR SCHEME OF ARRANGEMENT) WITH ANOTHER PERSON OR GROUP OF RELATED
PERSONS (AS DEFINED IN SECTIONS 13(D) AND 14(D) OF THE EXCHANGE ACT) WHEREBY
SUCH OTHER PERSON OR GROUP
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ACQUIRES MORE THAN THE 50% OF THE OUTSTANDING VOTING SHARES (NOT INCLUDING ANY
VOTING SHARES HELD BY THE OTHER PERSON OR OTHER PERSONS MAKING OR PARTY TO, OR
ASSOCIATED OR AFFILIATED WITH THE OTHER PERSONS MAKING OR PARTY TO, SUCH SHARE
PURCHASE AGREEMENT OR OTHER BUSINESS COMBINATION), PROVIDED HOWEVER, A
FUNDAMENTAL TRANSACTION SHALL NOT INCLUDE (I) ANY REORGANIZATION,
RECAPITALIZATION OR RECLASSIFICATION OF THE COMMON SHARES IN WHICH HOLDERS OF
THE COMPANY'S VOTING POWER IMMEDIATELY PRIOR TO SUCH REORGANIZATION,
RECAPITALIZATION OR RECLASSIFICATION CONTINUE AFTER SUCH REORGANIZATION,
RECAPITALIZATION OR RECLASSIFICATION TO HOLD PUBLICLY TRADED SECURITIES AND,
DIRECTLY OR INDIRECTLY, THE VOTING POWER OF THE SURVIVING ENTITY OR ENTITIES
NECESSARY TO ELECT A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS (OR THEIR
EQUIVALENT IF OTHER THAN A CORPORATION) OF SUCH ENTITY OR ENTITIES, OR (II)
PURSUANT TO A MIGRATORY MERGER EFFECTED SOLELY FOR THE PURPOSE OF CHANGING THE
JURISDICTION OF INCORPORATION OF THE COMPANY.
(F)
"GAAP" MEANS UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
CONSISTENTLY APPLIED.
(G)
"MATURITY DATE" MEANS MARCH 22, 2011.
(H)
"PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY COMPANY, A PARTNERSHIP, A
JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED ORGANIZATION, ANY OTHER
ENTITY AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY THEREOF.
(I)
"PRINCIPAL MARKET" MEANS THE NASDAQ NATIONAL MARKET.
(J)
"REDEMPTION NOTICES" MEANS, COLLECTIVELY, THE EVENT OF DEFAULT REDEMPTION
NOTICES, AND THE FUNDAMENTAL TRANSACTION REDEMPTION NOTICES, EACH OF THE
FOREGOING, INDIVIDUALLY, A REDEMPTION NOTICE.
(K)
"REGISTRATION RIGHTS AGREEMENT" MEANS THAT CERTAIN REGISTRATION RIGHTS
AGREEMENT DATED AS OF THE CLOSING DATE BY AND AMONG THE COMPANY AND THE INITIAL
HOLDERS OF THE NOTES RELATING TO, AMONG OTHER THINGS, THE REGISTRATION OF THE
RESALE OF THE COMMON SHARES ISSUABLE UPON CONVERSION OF THE NOTES.
(L)
"REQUIRED HOLDERS" MEANS THE HOLDERS OF NOTES REPRESENTING AT LEAST A
MAJORITY OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES THEN OUTSTANDING.
(M)
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
(N)
"SUCCESSOR ENTITY" MEANS THE PERSON, WHICH MAY BE THE COMPANY, FORMED BY,
RESULTING FROM OR SURVIVING ANY FUNDAMENTAL TRANSACTION OR THE PERSON WITH WHICH
SUCH FUNDAMENTAL TRANSACTION SHALL HAVE BEEN MADE.
(O)
"TAX" MEANS ANY TAX, LEVY, IMPOST, DUTY OR OTHER CHARGE OR WITHHOLDING OF A
SIMILAR NATURE (INCLUDING ANY RELATED PENALTY OR INTEREST).
(P)
"TAX DEDUCTION" MEANS A DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF TAX
FROM A PAYMENT UNDER THE NOTES.
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(Q)
"TRADING DAY" MEANS (A) ANY DAY ON WHICH THE COMMON STOCK IS LISTED OR
QUOTED AND TRADED ON ITS