NATIONAL SECURITIES EXCHANGE ON WHICH THE COMMON STOCK IS THEN
LISTED IF SUCH EXCHANGE'S MEASURE OF FAIR MARKET VALUE IS APPLICABLE TO THE
TRANSACTION IN QUESTION.
(K)
"FORCED EXERCISE DATE" SHALL HAVE THE MEANING SET FORTH IN SECTION
1(C).
(L)
"FORCED EXERCISE NOTICE" SHALL HAVE THE MEANING SET FORTH IN SECTION
1(C).
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(M)
"FORCED EXERCISE OPTION" SHALL HAVE THE MEANING SET FORTH IN SECTION
1(C).
(N)
"FULLY DILUTED" SHALL MEAN, WITH RESPECT TO THE COMMON STOCK AS OF A
PARTICULAR TIME, THE TOTAL NUMBER OF OUTSTANDING SHARES OF COMMON STOCK AS OF
SUCH TIME AS DETERMINED BY TREATING (I) THE SHARES ISSUABLE UNDER THE WARRANTS
AS HAVING BEEN ISSUED AND (II) ALL OUTSTANDING AND "IN-THE-MONEY" AND THEN
EXERCISABLE CONVERTIBLE SECURITIES, AS HAVING BEEN CONVERTED, EXERCISED OR
EXCHANGED AND THE SHARES ISSUABLE THEREUNDER AS HAVING BEEN ISSUED.
(O)
"HOLDER" SHALL MEAN ANY HOLDER OF AN INTEREST IN THE WARRANT OR THE
OUTSTANDING WARRANT SHARES WHO BECOMES A HOLDER IN COMPLIANCE WITH SECTION 2
HEREOF.
(P)
"PERSON" SHALL MEAN ANY INDIVIDUAL, FIRM, CORPORATION, LIMITED
LIABILITY COMPANY, PARTNERSHIP, TRUST, INCORPORATED OR UNINCORPORATED
ASSOCIATION, JOINT VENTURE, JOINT STOCK COMPANY, GOVERNMENTAL AUTHORITY OR OTHER
ENTITY OF ANY KIND, AND SHALL INCLUDE ANY SUCCESSOR (BY MERGER OR OTHERWISE) OF
SUCH ENTITY.
(Q)
"QUALIFIED PUBLIC OFFERING" SHALL MEAN THE CONSUMMATION OF A FIRM
COMMITMENT PUBLIC OFFERING OF THE COMMON STOCK OF THE COMPANY BY A NATIONALLY
RECOGNIZED INVESTMENT BANKING FIRM PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT COVERING THE OFFER AND SALE OF SUCH
SECURITIES FOR CASH FOR THE ACCOUNT OF THE COMPANY.
(R)
"REGISTRATION RIGHTS AGREEMENT" SHALL MEAN THAT CERTAIN REGISTRATION
RIGHTS AGREEMENT, DATED THE CLOSING DATE, BY AND AMONG THE COMPANY AND THE OTHER
PARTIES THERETO, RELATING TO THE WARRANT SHARES AND THE OTHER REGISTRABLE
SECURITIES REFERENCED THEREIN.
(S)
"REQUIRED HOLDERS" SHALL MEAN THE HOLDERS OF A MAJORITY OF THE TOTAL
WARRANT SHARES.
(T)
SECURITIES ACT" SHALL MEAN THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY SIMILAR FEDERAL STATUTE, AND THE RULES AND REGULATIONS THEREUNDER AS THE
SAME SHALL BE IN EFFECT AT THE TIME.
(U)
"STOCK COMBINATION" SHALL HAVE THE MEANING SET FORTH IN SECTION
4(A)(I).
(V)
"STOCK DIVIDEND" SHALL HAVE THE MEANING SET FORTH IN SECTION 4(A)(I).
(W)
"STOCK SUBDIVISION" SHALL HAVE THE MEANING SET FORTH IN SECTION 4(A)(I).
(X)
"TOTAL WARRANTS" SHALL MEAN THIS WARRANT, TOGETHER WITH ANY PORTIONS
THEREOF ASSIGNED OR TRANSFERRED.
(Y)
"TOTAL WARRANT SHARES" SHALL MEAN THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THE TOTAL WARRANTS AND WHICH HAVE NOT BEEN SO EXERCISED.
(Z)
"TRANSACTION" SHALL HAVE THE MEANING SET FORTH IN SECTION 4(B).
(AA)
"TRIGGERING EVENT" SHALL HAVE THE MEANING ASCRIBED TO THE TERM
"ADDITIONAL WARRANTS TRIGGERING EVENT" IN THE CREDIT AGREEMENT.
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(BB)
"WARRANT PURCHASE PRICE" SHALL MEAN THE PURCHASE PRICE OF $5.00 PER SHARE
OF COMMON STOCK PAYABLE UPON EXERCISE OF THIS WARRANT, AS ADJUSTED AS PROVIDED
HEREIN.
(CC)
"WARRANTS" SHALL MEAN THIS WARRANT AND ALL WARRANTS ISSUED IN EXCHANGE,
TRANSFER OR REPLACEMENT THEREOF.
(DD)
"WARRANT SHARES"