INCOME INTEREST IN
SUCH CORPORATION OR OTHER BUSINESS ENTITY.
1.2
"CHANGE IN CONTROL " MEANS ANY OF THE FOLLOWING: (I) A MERGER,
CONSOLIDATION, STATUTORY SHARE EXCHANGE OR OTHER BUSINESS COMBINATION OR
TRANSACTION INVOLVING THE COMPANY WHERE THE EXISTING STOCKHOLDERS OF THE COMPANY
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH MERGER, CONSOLIDATION OR OTHER
BUSINESS COMBINATION OR TRANSACTION OWN LESS THAN 50% OF THE TOTAL VOTING
SECURITIES OF THE SURVIVING CORPORATION FOLLOWING SUCH MERGER, CONSOLIDATION OR
OTHER BUSINESS COMBINATION OR TRANSACTION IN EQUIVALENT PROPORTIONS TO THEIR
INTERESTS PRIOR TO SUCH EFFECTIVE DATE; (II) ANY PERSON OR 13D GROUP BECOMES A
BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF 50% OR MORE OF THE AGGREGATE NUMBER
OF THE VOTING SECURITIES OF THE COMPANY OR OF PROPERTIES OR ASSETS CONSTITUTING
50% OR MORE OF THE CONSOLIDATED ASSETS OF THE COMPANY AND ITS SUBSIDIARIES;
(III) IN ANY CASE NOT COVERED BY (II), THE COMPANY ISSUES SECURITIES
REPRESENTING 50% OR MORE OF ITS TOTAL VOTING POWER, INCLUDING BY WAY OF A MERGER
OR OTHER BUSINESS COMBINATION WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES; OR
(III) A SALE OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF THE COMPANY.
1.3
"EFFECTIVE DATE" MEANS THE DATE THAT THE REGISTRATION STATEMENT IS FIRST
DECLARED EFFECTIVE BY THE SEC.
1.4
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND
ALL OF THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
1.5
"HOLDER" MEANS THE PURCHASER AND ANY OTHER HOLDER OF REGISTRABLE
SECURITIES TO WHOM THE REGISTRATION RIGHTS CONFERRED BY THIS AGREEMENT HAVE BEEN
TRANSFERRED IN COMPLIANCE WITH SECTION 9.11 HEREOF.
1.6
"LOSSES" MEANS ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES,
SETTLEMENT COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES.
1.7
"PROCEEDING" MEANS AN ACTION, CLAIM, SUIT, INVESTIGATION OR PROCEEDING
(INCLUDING, WITHOUT LIMITATION, A PARTIAL PROCEEDING, SUCH AS A DEPOSITION),
WHETHER COMMENCED OR THREATENED IN WRITING.
1.8
"PROSPECTUS" MEANS THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT
(INCLUDING, WITHOUT LIMITATION, A PROSPECTUS THAT INCLUDES ANY INFORMATION
PREVIOUSLY OMITTED FROM A PROSPECTUS FILED AS PART OF AN EFFECTIVE REGISTRATION
STATEMENT IN RELIANCE UPON RULE 430A, 430B OR RULE 430C PROMULGATED UNDER THE
SECURITIES ACT), AS AMENDED OR SUPPLEMENTED BY ANY PROSPECTUS SUPPLEMENT, WITH
RESPECT TO THE TERMS OF THE OFFERING OF ANY PORTION OF THE REGISTRABLE
SECURITIES COVERED BY THE REGISTRATION STATEMENT, AND ALL OTHER AMENDMENTS AND
SUPPLEMENTS TO THE PROSPECTUS INCLUDING POST-EFFECTIVE AMENDMENTS, AND ALL
MATERIAL INCORPORATED BY REFERENCE OR DEEMED TO BE INCORPORATED BY REFERENCE IN
SUCH PROSPECTUS.
1.9
"PURCHASER CONTROLLED CORPORATION" SHALL MEAN A CORPORATION OF WHICH THE
PURCHASER OWNS NOT LESS THAN 50% OF THE OUTSTANDING VOTING POWER ENTITLED TO
VOTE IN THE ELECTION OF DIRECTORS OF SUCH CORPORATION.
2
1.10
"REGISTRABLE SECURITIES" MEANS THE SHARES, TOGETHER WITH ANY SECURITIES
ISSUED OR ISSUABLE UPON ANY STOCK SPLIT, DIVIDEND OR OTHER DISTRIBUTION,
RECAPITALIZATION OR SIMILAR EVENT WITH RESPECT TO THE FOREGOING.
1.11
"REGISTRATION STATEMENT" MEANS EACH REGISTRATION STATEMENT REQUIRED TO
BE FILED UNDER SECTION 7, INCLUDING (IN EACH CASE) THE PROSPECTUS, AMENDMENTS
AND SUPPLEMENTS TO SUCH REGISTRATION STATEMENT