VOTING SECURITIES, BY CONTRACT OR OTHERWISE; AND THE TERMS "CONTROLLING" AND
"CONTROLLED" SHALL HAVE MEANINGS CORRELATIVE TO THE FOREGOING.
(C)
"BENEFICIALLY OWN" WITH RESPECT TO ANY SECURITIES MEANS HAVING
"BENEFICIAL OWNERSHIP" OF SUCH SECURITIES (AS DETERMINED PURSUANT TO RULE 13D-3
UNDER THE EXCHANGE ACT, AS IN EFFECT ON THE DATE HEREOF); PROVIDED, HOWEVER,
THAT A PERSON WILL BE DEEMED TO BENEFICIALLY OWN (AND HAVE BENEFICIAL OWNERSHIP
OF) ALL SECURITIES THAT SUCH PERSON HAS THE RIGHT TO ACQUIRE, WHETHER SUCH RIGHT
IS EXERCISABLE IMMEDIATELY OR WITH THE PASSAGE OF TIME OR THE SATISFACTION OF
CONDITIONS.
THE TERMS "BENEFICIAL OWNERSHIP" AND "BENEFICIAL OWNER" HAVE
CORRELATIVE MEANINGS.
(D)
"BOARD OF DIRECTORS" SHALL MEAN THE BOARD OF DIRECTORS OF THE
COMPANY.
(E)
"DERIVATIVE SECURITY" SHALL MEAN ANY SUBSCRIPTION, OPTION,
CONVERSION RIGHT, WARRANT, PHANTOM STOCK RIGHT OR OTHER AGREEMENT, SECURITY OR
COMMITMENT OF ANY KIND OBLIGATING THE COMPANY OR ANY OF ITS SUBSIDIARIES TO
ISSUE, GRANT, DELIVER OR SELL, OR CAUSE TO BE ISSUED, GRANTED, DELIVERED OR
SOLD, (I) ANY VOTING SECURITIES OR ANY OTHER EQUITY SECURITY OF THE COMPANY,
(II) ANY SECURITIES CONVERTIBLE INTO, OR EXCHANGEABLE OR EXERCISABLE FOR, ANY
VOTING SECURITIES OR OTHER EQUITY SECURITY OF THE COMPANY OR (III) ANY
OBLIGATIONS MEASURED BY THE PRICE OR VALUE OF ANY SHARES OF CAPITAL STOCK OF THE
COMPANY.
(F)
"EXCHANGE ACT" SHALL MEAN THE SECURITIES EXCHANGE ACT OF 1934 AND
ALL OF THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(G)
"GROUP" SHALL MEAN ANY GROUP OF PERSONS WHO, WITH RESPECT TO THOSE
ACQUIRING, HOLDING, VOTING OR DISPOSING OF VOTING SECURITIES WOULD, ASSUMING
OWNERSHIP OF THE REQUISITE PERCENTAGE THEREOF, BE REQUIRED UNDER
SECTION 13(D) OF THE EXCHANGE ACT TO FILE A STATEMENT ON SCHEDULE 13D WITH THE
SEC AS A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE EXCHANGE ACT, OR
WHO WOULD BE CONSIDERED A "PERSON" FOR PURPOSES OF SECTION 13(G)(3) OF THE
EXCHANGE ACT.
(H)
"PERSON" SHALL MEAN AN INDIVIDUAL, PARTNERSHIP, CORPORATION,
LIMITED LIABILITY COMPANY, BUSINESS TRUST, JOINT STOCK COMPANY, TRUST,
UNINCORPORATED ASSOCIATION OR JOINT VENTURE.
(I)
"SEC" SHALL MEAN THE SECURITIES AND EXCHANGE COMMISSION.
2
(J)
"SECURITIES ACT" SHALL MEAN THE SECURITIES ACT OF 1933, AS
AMENDED, AND ALL OF THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(K)
"VOTING SECURITIES" SHALL MEAN THE SHARES OF THE COMMON STOCK AND
ANY OTHER CAPITAL STOCK OR EQUITY SECURITIES OF THE COMPANY HAVING THE GENERAL
VOTING POWER UNDER ORDINARY CIRCUMSTANCES TO ELECT MEMBERS OF THE BOARD OF
DIRECTORS, AND ANY OTHER SECURITIES WHICH ARE CONVERTIBLE INTO, OR EXCHANGEABLE
OR EXERCISABLE FOR, VOTING SECURITIES.
2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY
HEREBY REPRESENTS AND WARRANTS TO SOUTHEASTERN AS FOLLOWS:
2.1.
AUTHORIZATION.
ALL CORPORATE ACTION ON THE PART OF THE COMPANY,
ITS OFFICERS, DIRECTORS AND STOCKHOLDERS NECESSARY FOR THE AUTHORIZATION,
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT HAS BEEN TAKEN.
WHEN
EXECUTED AND DELIVERED BY THE COMPANY, THIS AGREEMENT SHALL CONSTITUTE THE
LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY, ENFORCEABLE AGAINST THE
COMPANY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY