"INVESTOR OFFERED SHARES" HAS THE MEANING SET FORTH IN SECTION 5.2(A) OF THIS
AGREEMENT.
"INVESTOR OPTION PERIOD" HAS THE MEANING SET FORTH IN SECTION 5.1(B) OF THIS
AGREEMENT.
"INVESTOR TAG-ALONG NOTICE" HAS THE MEANING SET FORTH IN SECTION 3.3(C) OF THIS
AGREEMENT.
"INVESTOR TRANSFER NOTICE" HAS THE MEANING SET FORTH IN SECTION 5.2(A) OF THIS
AGREEMENT.
"INVESTOR DIRECTOR" HAS THE MEANING SET FORTH IN SECTION 3.5(A) OF THIS
AGREEMENT.
"LIABILITY" OR "LIABILITIES" MEANS ANY LIABILITY (WHETHER KNOWN OR UNKNOWN,
WHETHER ASSERTED OR UNASSERTED, WHETHER ABSOLUTE OR CONTINGENT, WHETHER ACCRUED
OR UNACCRUED, WHETHER LIQUIDATED OR UNLIQUIDATED, AND WHETHER DUE OR TO BECOME
DUE), INCLUDING ANY LIABILITY FOR TAXES.
"LIEN" OR "LIENS" MEANS, WITH RESPECT TO ANY PERSON, ANY SECURITY INTEREST,
CLAIM, PLEDGE, MORTGAGE, CHARGE, OPTION, ASSIGNMENT, HYPOTHECATION, ENCUMBRANCE,
ATTACHMENT, GARNISHMENT, SEQUESTRATION, FORFEITURE, EXECUTION OR OTHER VOLUNTARY
OR INVOLUNTARY LIEN UPON OR AFFECTING THE REVENUES OF SUCH PERSON OR ANY REAL OR
PERSONAL PROPERTY IN WHICH SUCH PERSON HAS OR HEREAFTER ACQUIRES ANY INTEREST.
"MAJORITY HOLDERS" HAS THE MEANING SET FORTH IN SECTION 2.1(A) OF THIS
AGREEMENT.
"MATERIAL ADVERSE EFFECT" MEANS A MATERIAL ADVERSE EFFECT UPON THE CONDITION
(FINANCIAL OR OTHERWISE), BUSINESS, PROPERTIES, ASSETS, RESULTS OF OPERATIONS OR
PROSPECTS OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, OR UPON THE
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, THE STOCK PURCHASE AGREEMENT OR
THE SHARES OF COMMON STOCK, OR UPON THE ABILITY OF THE COMPANY TO PERFORM ITS
OBLIGATIONS HEREUNDER OR UNDER THE STOCK PURCHASE AGREEMENT, OR UPON THE RIGHTS
OF THE INVESTOR HEREUNDER OR THEREUNDER.
"NASDAQ" MEANS THE NASDAQ STOCK MARKET, INC.
"NOTICE" HAS THE MEANING SET FORTH IN SECTION 0(A) OF THIS AGREEMENT.
"OPTION PLAN" MEANS THE COMPANY'S 1997 STOCK OPTION PLAN AS IN EFFECT ON THE
DATE OF THIS AGREEMENT.
"PARTY" OR "PARTIES" HAVE THE MEANINGS SET FORTH IN THE PREAMBLE TO THIS
AGREEMENT.
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION (INCLUDING NOT-FOR-PROFIT), GENERAL
OR LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY, JOINT VENTURE, ESTATE, TRUST,
BUSINESS TRUST, ASSOCIATION, ORGANIZATION, GOVERNMENTAL ENTITY OR OTHER ENTITY
OF ANY KIND OR NATURE.
"PROHIBITED TRANSFEREE" MEANS ANY PERSON THAT IS LISTED ON SCHEDULE A ATTACHED
HERETO.
2
THE TERMS "REGISTER", "REGISTERED" AND "REGISTRATION" REFER TO A REGISTRATION
EFFECTED BY PREPARING AND FILING A REGISTRATION STATEMENT OR SIMILAR DOCUMENT IN
COMPLIANCE WITH THE SECURITIES ACT, AND THE DECLARATION OR ORDERING OF
EFFECTIVENESS OF SUCH REGISTRATION STATEMENT OR SIMILAR DOCUMENT.
"REGISTRABLE SECURITIES" MEANS ANY COMMON STOCK PURCHASED PURSUANT TO
THE STOCK PURCHASE AGREEMENT AND (II) COMMON STOCK OF THE COMPANY ISSUED AS (OR
ISSUABLE UPON THE CONVERSION OR EXERCISE OF ANY WARRANT, RIGHT OR OTHER SECURITY
WHICH IS ISSUED AS) A DIVIDEND OR OTHER DISTRIBUTION WITH RESPECT TO, OR IN
EXCHANGE FOR OR IN REPLACEMENT OF THE SHARES REFERENCED IN CLAUSE (I) ABOVE.
THE NUMBER OF SHARES OF "REGISTRABLE SECURITIES THEN OUTSTANDING" SHALL BE
DETERMINED BY THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING WHICH ARE, AND
THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE PURSUANT TO THEN EXERCISABLE OR
CONVERTIBLE SECURITIES WHICH ARE, REGISTRABLE SECURITIES.