STOCK REPRESENTING AT LEAST A MAJORITY OF THE AGGREGATE SHARES OF
SERIES A PREFERRED STOCK THEN OUTSTANDING.
(XXXV)
"SEC" MEANS THE SECURITIES AND EXCHANGE COMMISSION.
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(XXXVI)
"SECURITIES PURCHASE AGREEMENT" MEANS THAT CERTAIN
SECURITIES PURCHASE AGREEMENT BY AND AMONG THE COMPANY AND THE INITIAL HOLDERS,
DATED AS OF THE SUBSCRIPTION DATE, AS SUCH AGREEMENT FURTHER MAY BE AMENDED FROM
TIME TO TIME AS PROVIDED IN SUCH AGREEMENT.
(XXXVII)
"STATED VALUE" MEANS $1,000 (AS SUBJECT TO ADJUSTMENT IS THE
CASE OF ANY STOCK SPLITS, STOCK COMBINATION OR SIMILAR RECAPITALIZATION
AFFECTING THE PREFERRED SHARES).
(XXXVIII)
"SUBSCRIPTION DATE" MEANS MARCH 20, 2006.
(XXXIX)
"SUCCESSOR ENTITY" MEANS THE PERSON, WHICH MAY BE THE
COMPANY, FORMED BY, RESULTING FROM OR SURVIVING ANY FUNDAMENTAL TRANSACTION OR
THE PERSON WITH WHICH SUCH FUNDAMENTAL TRANSACTION SHALL HAVE BEEN MADE,
PROVIDED THAT IF SUCH PERSON IS NOT A PUBLICLY TRADED ENTITY WHOSE COMMON SHARES
OR EQUIVALENT EQUITY SECURITY ARE QUOTED OR LISTED FOR TRADING ON AN ELIGIBLE
MARKET, SUCCESSOR ENTITY SHALL MEAN SUCH PERSON'S PARENT ENTITY.
(XL)
"TRADING DAY" MEANS ANY DAY ON WHICH THE
COMMON SHARES ARE TRADED ON THE PRINCIPAL MARKET, OR, IF THE PRINCIPAL MARKET IS
NOT THE PRINCIPAL TRADING MARKET FOR THE COMMON SHARES, THEN ON THE PRINCIPAL
SECURITIES EXCHANGE OR SECURITIES MARKET ON WHICH THE COMMON SHARES ARE THEN
TRADED; PROVIDED THAT "TRADING DAY" SHALL NOT INCLUDE ANY DAY ON WHICH THE
COMMON SHARES ARE SCHEDULED TO TRADE ON SUCH EXCHANGE OR MARKET FOR LESS THAN
4.5 HOURS OR ANY DAY THAT THE COMMON SHARES ARE SUSPENDED FROM TRADING DURING
THE FINAL HOUR OF TRADING ON SUCH EXCHANGE OR MARKET (OR IF SUCH EXCHANGE OR
MARKET DOES NOT DESIGNATE IN ADVANCE THE CLOSING TIME OF TRADING ON SUCH
EXCHANGE OR MARKET, THEN DURING THE HOUR ENDING AT 4:00:00 P.M., NEW YORK TIME).
(XLI)
"TRANSACTION DOCUMENTS" MEANS THE SECURITIES
PURCHASE AGREEMENT, THIS CERTIFICATE OF DESIGNATIONS, THE WARRANTS, THE
REGISTRATION RIGHTS AGREEMENT AND THE IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
DELIVERED IN ACCORDANCE WITH THE SECURITIES PURCHASE AGREEMENT.
(XLII)
"WARRANTS" MEANS THE WARRANTS TO PURCHASE COMMON
SHARES ISSUED BY THE COMPANY PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, AND
SHALL INCLUDE ALL WARRANTS ISSUED IN EXCHANGE THEREOF OR REPLACEMENT THEREOF.
(XLIII)
"WEIGHTED AVERAGE PRICE" MEANS, FOR ANY SECURITY
AS OF ANY DATE, THE DOLLAR VOLUME-WEIGHTED AVERAGE PRICE FOR SUCH SECURITY ON
THE PRINCIPAL MARKET DURING THE PERIOD BEGINNING AT 9:30:01 A.M., NEW YORK CITY
TIME, AND ENDING AT 4:00:00 P.M., NEW YORK CITY TIME, AS REPORTED BY BLOOMBERG
THROUGH ITS "VOLUME AT PRICE" FUNCTION OR, IF THE
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FOREGOING DOES NOT APPLY, THE DOLLAR VOLUME-WEIGHTED AVERAGE PRICE OF SUCH
SECURITY IN THE OVER-THE-COUNTER MARKET ON THE ELECTRONIC BULLETIN BOARD FOR
SUCH SECURITY DURING THE PERIOD BEGINNING AT 9:30:01 A.M., NEW YORK CITY TIME,
AND ENDING AT 4:00:00 P.M., NEW YORK CITY TIME, AS REPORTED BY BLOOMBERG, OR, IF
NO DOLLAR VOLUME-WEIGHTED AVERAGE PRICE IS REPORTED FOR SUCH SECURITY BY
BLOOMBERG FOR SUCH HOURS, THE AVERAGE OF THE HIGHEST CLOSING BID PRICE AND THE
LOWEST CLOSING ASK PRICE