UNDER THE ACT AND (E) WITH RESPECT TO WHITNEY ONLY, A
FINANCIAL INSTITUTION OR INSTITUTIONS WHO ARE PLEDGED THE WHITNEY SECURITIES AS
COLLATERAL SECURITY ON THE DATE HEREOF.
1.24
"PERSON" SHALL MEAN ANY NATURAL PERSON,
CORPORATION, ORGANIZATION, PARTNERSHIP, ASSOCIATION, JOINT-STOCK COMPANY,
LIMITED LIABILITY COMPANY, JOINT VENTURE, TRUST OR GOVERNMENT, OR ANY AGENCY OR
POLITICAL SUBDIVISION OF ANY GOVERNMENT.
1.25
"PREFERRED STOCK" SHALL MEAN ALL OUTSTANDING
CLASS A PREFERRED STOCK, CLASS B PREFERRED STOCK, CLASS C PREFERRED STOCK AND
CLASS D PREFERRED STOCK.
1.26
"PUBLIC SALE" SHALL MEAN ANY SALE OF SECURITIES
TO THE PUBLIC PURSUANT TO AN OFFERING REGISTERED UNDER THE ACT OR TO THE PUBLIC
EFFECTED THROUGH A BROKER, DEALER OR MARKET PURSUANT TO THE PROVISIONS OF RULE
144 (OTHER THAN 144(K)) (IF SUCH RULE IS AVAILABLE) UNDER THE SECURITIES ACT (OR
ANY SIMILAR RULE OR RULES IN EFFECT).
1.27
"RBCA" SHALL MEAN ROLLER BEARING COMPANY OF
AMERICA, INC., A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF HOLDINGS.
1.28
"SALE OF BUSINESS TRANSACTION" SHALL MEAN A
TRANSACTION INVOLVING A SALE OF ALL OR SUBSTANTIALLY ALL OF THE CAPITAL STOCK OF
HOLDINGS, A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF HOLDINGS AND ITS
SUBSIDIARIES OR A MERGER, CONSOLIDATION, RECAPITALIZATION OR OTHER TRANSACTION
HAVING A SUBSTANTIALLY SIMILAR RESULT.
1.29
"Securities" including subsets of such terms such
as "Whitney Securities" or "Hartnett Securities," shall mean the Shares and the
Warrants, as well as (a) any shares of capital stock or Derivative Securities
that may be issued by Holdings or its successors and owned by any of the
Parties, and (b) any shares of capital stock that may be issued by Holdings or
its successors to any of the Parties upon conversion, exchange or exercise of
any shares of Common
4
Stock, Warrants, Preferred Stock or other Derivative Securities, in each case
whether currently owned or hereinafter acquired.
1.30
"THIRD STOCK PURCHASE AGREEMENT" SHALL MEAN THAT
CERTAIN PREFERRED STOCK PURCHASE AGREEMENT BY AND AMONG HOLDINGS, RBCA, HARTNETT
AND WHITNEY V, DATED AS OF THE DATE HEREOF.
1.31
"VOTING POWER" SHALL MEAN THE RIGHT TO VOTE FOR
DIRECTORS AND OTHER MATTERS THAT ARE THE SUBJECT OF A VOTE OF THE STOCKHOLDERS
OF HOLDINGS.
1.32
"WHITNEY IRR" SHALL MEAN AS OF ANY DATE OF
DETERMINATION, THE ANNUALIZED INTERNAL RATE OF RETURN REALIZED BY THE WHITNEY
PARTIES AS A RESULT OF THEIR INVESTMENT IN CLASS A COMMON STOCK AND CLASS B
PREFERRED STOCK PURSUANT TO THE OLD STOCK PURCHASE AGREEMENT AND THE NEW STOCK
PURCHASE AGREEMENT THROUGH SUCH DATE OF DETERMINATION (IT BEING UNDERSTOOD THAT
ANY PROCEEDS RECEIVED BY THE WHITNEY PARTIES IN RESPECT OF THE SHARES OF CLASS C
PREFERRED STOCK, CLASS D PREFERRED STOCK
AND/OR CLASS A COMMON STOCK ISSUED IN
RESPECT OF THE CLASS B PREFERRED STOCK SHALL BE INCLUDED IN THE CALCULATION OF
THE WHITNEY IRR).
FOR THE AVOIDANCE OF DOUBT, (I) ALL "CLOSING FEES" PAID TO
WHITNEY & CO. ON THE DATE OF THE EXISTING STOCKHOLDERS' AGREEMENT PURSUANT TO
SECTION 3(B) OF THE MANAGEMENT SERVICES AGREEMENT, AND