OR BY ISIS, WITH
RESPECT TO THE DIVISION, ON AND PRIOR TO THE CLOSING DATE.
(I)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A SATURDAY, SUNDAY, OR A
DAY ON WHICH THE BANKS IN CHICAGO, ILLINOIS ARE AUTHORIZED OR OBLIGATED BY LAW
TO CLOSE.
(J)
"CALL OPTION" HAS THE MEANING ASCRIBED TO SUCH TERM IN THE CALL
OPTION AGREEMENT.
(K)
"CALL OPTION AGREEMENT" MEANS THAT CERTAIN AMENDED AND RESTATED
CALL OPTION AGREEMENT, DATED AS OF NOVEMBER 18, 2008, BY AND AMONG ISIS, IBIS
AND AMI.
(L)
"CAPITAL STOCK" MEANS ALL CAPITAL STOCK, EQUITY OR CONTROLLING
INTERESTS AND OTHER SECURITIES IN AN ISSUER, INCLUDING, WITHOUT LIMITATION,
OPTIONS, WARRANTS, DEPOSITARY RECEIPTS, STOCK APPRECIATION OR PHANTOM STOCK
RIGHTS OR OTHER AGREEMENTS OR UNDERTAKINGS, INCLUDING STOCK OR SECURITIES
CONVERTIBLE OR EXCHANGEABLE FOR ANY SHARES OF CAPITAL STOCK, EQUITY OR
CONTROLLING INTERESTS OR OTHER SECURITIES IN AN ISSUER OR CONTAINING ANY PROFIT
PARTICIPATION FEATURES OR PURSUANT TO WHICH SUCH ISSUER IS OR COULD BE BOUND TO
ISSUE OR REPURCHASE ANY CAPITAL STOCK, EQUITY OR CONTROLLING INTERESTS OR OTHER
SECURITIES.
(M)
"CHANGE OF CONTROL" MEANS, WITH RESPECT TO ANY PERSON, THE
OCCURRENCE OF (I) ANY CONSOLIDATION OR MERGER OF SUCH PERSON WITH OR INTO ANY
OTHER PERSON, OR ANY OTHER CORPORATE REORGANIZATION OR TRANSACTION (INCLUDING
THE ACQUISITION OF CAPITAL STOCK OF SUCH PERSON (OR ANY RIGHTS TO ACQUIRE, OR
SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR, ANY SUCH
2
CAPITAL STOCK)), WHETHER OR NOT SUCH PERSON IS A PARTY THERETO, IN WHICH THE
STOCKHOLDERS OR EQUITY-HOLDERS OF SUCH PERSON OR OTHER PERSONS CONTROLLING SUCH
PERSON IMMEDIATELY PRIOR TO SUCH CONSOLIDATION, MERGER, REORGANIZATION OR
TRANSACTION, OWN CAPITAL STOCK EITHER (A) REPRESENTING DIRECTLY, OR INDIRECTLY
THROUGH ONE OR MORE ENTITIES, LESS THAN FIFTY PERCENT (50%) OF THE ECONOMIC
INTERESTS IN OR VOTING POWER OF SUCH PERSON OR OTHER SURVIVING ENTITY
IMMEDIATELY AFTER SUCH CONSOLIDATION, MERGER, REORGANIZATION OR TRANSACTION OR
(B) THAT DOES NOT DIRECTLY, OR INDIRECTLY THROUGH ONE OR MORE ENTITIES, HAVE THE
POWER TO ELECT A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS OR EQUIVALENT
GOVERNING BODY OF SUCH PERSON OR OTHER SURVIVING ENTITY IMMEDIATELY AFTER SUCH
CONSOLIDATION, MERGER, REORGANIZATION OR TRANSACTION OR (II) A SALE, LEASE,
LICENSE OR OTHER DISPOSITION OF ALL OR A MATERIAL PORTION OF THE ASSETS OF SUCH
PERSON.
(N)
"CLAIM" MEANS ANY CLAIM, LAWSUIT, DEMAND, AUDIT, INVESTIGATION,
CHARGE, SUIT, HEARING, NOTICE OF A VIOLATION, LITIGATION, ACTION, PROCEEDING,
ORDER, JUDGMENT, GRIEVANCE, OR ARBITRATION, WHETHER CIVIL, CRIMINAL,
ADMINISTRATIVE OR OTHERWISE, WHETHER AT LAW OR IN EQUITY, OR ANY INQUIRY LIKELY
TO RESULT IN ANY OF THE FOREGOING.
(O)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM
TIME TO TIME.
(P)
"COMMON STOCK" MEANS THE COMMON STOCK OF IBIS, PAR VALUE $0.001
PER SHARE.
(Q)
"CONFIDENTIAL INFORMATION" MEANS ALL INFORMATION AND ANY TANGIBLE
EMBODIMENTS THEREOF PROVIDED BY OR ON BEHALF OF THE DISCLOSING PARTY TO THE
RECEIVING PARTY OR TO THE RECEIVING PARTY'S REPRESENTATIVES EITHER IN CONNECTION
WITH THE DISCUSSIONS AND NEGOTIATIONS PERTAINING TO THE TRANSACTION DOCUMENTS OR
IN THE COURSE OF