DAYS AFTER THE ADVANCE NOTICE DATE.
SECTION 1.22.
"PRINCIPAL MARKET" SHALL MEAN THE
NASDAQ NATIONAL MARKET, THE NASDAQ SMALLCAP MARKET, THE AMERICAN STOCK EXCHANGE,
THE OTC BULLETIN BOARD ("OTCBB") OR THE NEW YORK STOCK EXCHANGE (BUT NOT THE
PINK SHEETS OR THE GREY SHEETS), WHICHEVER IS AT THE TIME THE PRINCIPAL TRADING
EXCHANGE OR MARKET FOR THE COMMON STOCK.
SECTION 1.23.
"PURCHASE PRICE" SHALL BE SET AT
NINETY FIVE PERCENT (95%) OF THE MARKET PRICE DURING THE PRICING PERIOD.
SECTION 1.24.
"REGISTRABLE SECURITIES" SHALL MEAN
THE SHARES OF COMMON STOCK TO BE ISSUED HEREUNDER (I) IN RESPECT OF WHICH THE
REGISTRATION STATEMENT HAS NOT BEEN DECLARED EFFECTIVE BY THE SEC, (II) WHICH
HAVE NOT BEEN SOLD UNDER CIRCUMSTANCES MEETING ALL OF THE APPLICABLE CONDITIONS
OF RULE 144 (OR ANY SIMILAR PROVISION THEN IN FORCE) UNDER THE SECURITIES ACT
("RULE 144") OR (III) WHICH HAVE NOT BEEN OTHERWISE TRANSFERRED TO A HOLDER WHO
MAY TRADE SUCH SHARES WITHOUT RESTRICTION UNDER THE SECURITIES ACT, AND THE
COMPANY HAS DELIVERED A NEW CERTIFICATE OR OTHER EVIDENCE OF OWNERSHIP FOR SUCH
SECURITIES NOT BEARING A RESTRICTIVE LEGEND.
SECTION 1.25.
"REGISTRATION RIGHTS AGREEMENT" SHALL
MEAN THE REGISTRATION RIGHTS AGREEMENT DATED THE DATE HEREOF, REGARDING THE
FILING OF THE REGISTRATION STATEMENT FOR THE RESALE OF THE REGISTRABLE
SECURITIES, ENTERED INTO BETWEEN THE COMPANY AND THE INVESTOR.
SECTION 1.26.
"REGISTRATION STATEMENT" SHALL MEAN A
REGISTRATION STATEMENT ON FORM S-2 (IF USE OF SUCH FORM IS THEN AVAILABLE TO THE
COMPANY PURSUANT TO THE RULES OF THE SEC AND, IF NOT, ON SUCH OTHER FORM
PROMULGATED BY THE SEC FOR WHICH THE COMPANY THEN QUALIFIES AND WHICH COUNSEL
FOR THE COMPANY SHALL DEEM APPROPRIATE, AND WHICH FORM SHALL BE AVAILABLE FOR
THE RESALE OF THE REGISTRABLE SECURITIES TO BE REGISTERED THEREUNDER IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND THE REGISTRATION RIGHTS
AGREEMENT, AND IN ACCORDANCE WITH THE INTENDED METHOD OF DISTRIBUTION OF SUCH
SECURITIES), FOR THE REGISTRATION OF THE RESALE BY THE INVESTOR OF THE
REGISTRABLE SECURITIES UNDER THE SECURITIES ACT.
SECTION 1.27.
"REGULATION D" SHALL HAVE THE MEANING
SET FORTH IN THE RECITALS OF THIS AGREEMENT.
3
SECTION 1.28.
"SEC" SHALL MEAN THE SECURITIES AND
EXCHANGE COMMISSION.
SECTION 1.29.
"SECURITIES ACT" SHALL HAVE THE
MEANING SET FORTH IN THE RECITALS OF THIS AGREEMENT.
SECTION 1.30.
"SEC DOCUMENTS" SHALL MEAN ANNUAL
REPORTS ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q, CURRENT REPORTS ON FORM
8-K AND PROXY STATEMENTS OF THE COMPANY AS SUPPLEMENTED TO THE DATE HEREOF,
FILED BY THE COMPANY FOR A PERIOD OF AT LEAST TWELVE (12) MONTHS IMMEDIATELY
PRECEDING THE DATE HEREOF OR THE ADVANCE DATE, AS THE CASE MAY BE, UNTIL SUCH
TIME AS THE COMPANY NO LONGER HAS AN OBLIGATION TO MAINTAIN THE EFFECTIVENESS OF
A REGISTRATION STATEMENT AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT.
SECTION 1.31.
"TRADING DAY" SHALL MEAN ANY DAY
DURING WHICH THE NEW YORK STOCK EXCHANGE SHALL BE OPEN FOR BUSINESS.
SECTION 1.32.
"VWAP" SHALL MEAN THE VOLUME WEIGHTED
AVERAGE PRICE OF THE COMMON STOCK