POWER REPRESENTED BY
ISSUED AND OUTSTANDING COMMON STOCK.
(XXII)
"HEDGING AGREEMENT" MEANS ANY INTEREST RATE,
FOREIGN CURRENCY, COMMODITY OR EQUITY SWAP, COLLAR, CAP, FLOOR OR FORWARD RATE
AGREEMENT, OR OTHER AGREEMENT OR ARRANGEMENT DESIGNED TO PROTECT AGAINST
FLUCTUATIONS IN INTEREST RATES OR CURRENCY, COMMODITY OR EQUITY VALUES
(INCLUDING, WITHOUT LIMITATION, ANY OPTION WITH RESPECT TO ANY OF THE FOREGOING
AND ANY COMBINATION OF THE FOREGOING AGREEMENTS OR ARRANGEMENTS), AND ANY
CONFIRMATION EXECUTED IN CONNECTION WITH ANY SUCH AGREEMENT OR ARRANGEMENT.
(XXIII)
"INITIAL ISSUANCE DATE" MEANS MARCH 20, 2006.
(XXIV)
"LIQUIDATION EVENT" MEANS THE VOLUNTARY OR INVOLUNTARY
LIQUIDATION, DISSOLUTION OR WINDING UP OF THE COMPANY OR SUCH SUBSIDIARIES THE
ASSETS OF WHICH CONSTITUTE ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE, IN A SINGLE TRANSACTION OR
SERIES OF TRANSACTIONS.
(XXV)
"LITMUS MEDIA BUSINESS" MEANS (I) THE BUSINESS TO BE
ACQUIRED BY THE COMPANY UPON THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THE AGREEMENT BY AND AMONG THE COMPANY, LITMUS ACQUISITION SUB, INC., LITMUS
MEDIA, INC., JOHN LINDEN AND TOBIAS TEETER, DATED AS OF FEBRUARY 17, 2006, AS
AMENDED ON MARCH 17, 2006.
7
(XXVI)
"MATURITY DATE" MEANS, WITH RESPECT TO A PREFERRED
SHARE, THE SECOND ANNIVERSARY OF THE INITIAL ISSUANCE DATE, UNLESS EXTENDED
PURSUANT TO SECTION 3(D)(VII).
(XXVII)
"N" MEANS THE NUMBER OF DAYS FROM, BUT EXCLUDING, THE
LAST DIVIDEND DATE WITH RESPECT TO WHICH DIVIDENDS HAVE BEEN PAID BY THE COMPANY
ON THE APPLICABLE PREFERRED SHARE, OR THE INITIAL ISSUANCE DATE IF NO DIVIDEND
DATE HAS OCCURRED, THROUGH AND INCLUDING THE CONVERSION DATE OR OTHER DATE OF
DETERMINATION FOR EACH SHARE OF SERIES A PREFERRED STOCK, AS THE CASE MAY BE,
FOR WHICH SUCH DETERMINATION IS BEING MADE.
(XXVIII)
"NYSE" MEANS THE NEW YORK STOCK EXCHANGE, INC.
(XXIX)
"OPTIONS" MEANS ANY RIGHTS, WARRANTS OR OPTIONS TO
SUBSCRIBE FOR OR PURCHASE COMMON SHARES OR CONVERTIBLE SECURITIES.
(XXX)
"PARENT ENTITY" OF A PERSON MEANS AN ENTITY THAT,
DIRECTLY OR INDIRECTLY, CONTROLS THE APPLICABLE PERSON AND WHOSE COMMON SHARES
OR EQUIVALENT EQUITY SECURITY ARE QUOTED OR LISTED ON AN ELIGIBLE MARKET, OR, IF
THERE IS MORE THAN ONE SUCH PERSON OR PARENT ENTITY, THE PERSON OR PARENT ENTITY
WITH THE LARGEST PUBLIC MARKET CAPITALIZATION AS OF THE DATE OF CONSUMMATION OF
THE FUNDAMENTAL TRANSACTION.
(XXXI)
"PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY
COMPANY, A PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN
UNINCORPORATED ORGANIZATION AND A GOVERNMENT OR ANY DEPARTMENT OR AGENCY
THEREOF.
(XXXII)
"PRINCIPAL MARKET" MEANS THE AMERICAN STOCK EXCHANGE.
(XXXIII)
"REGISTRATION RIGHTS AGREEMENT" MEANS THAT CERTAIN
REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE COMPANY AND THE INITIAL HOLDERS
OF THE SERIES A PREFERRED STOCK RELATING TO THE FILING OF A REGISTRATION
STATEMENT COVERING THE RESALE OF THE COMMON SHARES ISSUABLE UPON CONVERSION OF
THE SERIES A PREFERRED STOCK AND EXERCISE OF THE WARRANTS, AS SUCH AGREEMENT
MAY BE AMENDED FROM TIME TO TIME AS PROVIDED IN SUCH AGREEMENT.
(XXXIV)
"REQUIRED HOLDERS" MEANS THE HOLDERS OF SHARES OF SERIES A
PREFERRED