PERSON.
(B)
"APPLICABLE LAW" MEANS, WITH RESPECT TO ANY PERSON, ANY DOMESTIC
OR FOREIGN, FEDERAL, STATE, PROVINCIAL OR LOCAL STATUTE, LAW, ORDINANCE, RULE,
ADMINISTRATIVE INTERPRETATION, REGULATION, ORDER, WRIT, INJUNCTION, DIRECTIVE,
JUDGMENT, DECREE OR OTHER REQUIREMENT OF ANY GOVERNMENTAL ENTITY APPLICABLE TO
SUCH PERSON OR ANY OF THEIR RESPECTIVE PROPERTIES OR ASSETS.
4
(C)
"APPROVAL" MEANS ANY APPROVAL, AUTHORIZATION, CONSENT,
QUALIFICATION, ORDER, REGISTRATION, OR ANY WAIVER OF ANY OF THE FOREGOING,
REQUIRED BY APPLICABLE LAW OR BY ASSERTION OF ANY GOVERNMENTAL ENTITY TO BE
OBTAINED FROM, OR ANY NOTICE, STATEMENT OR OTHER COMMUNICATION REQUIRED TO BE
FILED WITH OR DELIVERED TO, ANY GOVERNMENTAL ENTITY.
(D)
"NASDAQ" MEANS THE NASDAQ CAPITAL MARKET.
(E)
"NASDAQ STOCKHOLDER APPROVAL" MEANS STOCKHOLDER APPROVAL REQUIRED
BY NASDAQ IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE STOCK PURCHASE
AGREEMENT AND THE CERTIFICATE OF DESIGNATION (AS DEFINED IN THE STOCK PURCHASE
AGREEMENT) (INCLUDING, WITHOUT LIMITATION, THE ISSUANCE OR POTENTIAL ISSUANCE OF
A NUMBER OF SHARES OF COMMON STOCK WHICH IS GREATER THAN OR EQUAL TO TWENTY
PERCENT (20%) OF THE NUMBER OF SHARES OUTSTANDING ON THE DATE OF THE STOCK
PURCHASE AGREEMENT AND/OR ANY POTENTIAL CHANGE OF CONTROL (AS CURRENTLY DEFINED
OR AS PROPOSED TO BE DEFINED UNDER THE RULES AND REGULATIONS OF NASDAQ)).
(F)
"PERMITTED TRANSFEREE SALE" MEANS A TRANSFER TO AN AFFILIATE
PROVIDED THAT SUCH AFFILIATE EXECUTES A CUSTOMARY JOINDER AGREEMENT WHEREBY SUCH
AFFILIATE AGREES TO BE BOUND UNDER THIS AGREEMENT TO THE SAME EXTENT AS THE
TRANSFEROR.
(G)
"PERSON" MEANS ANY INDIVIDUAL, FIRM, PARTNERSHIP, CORPORATION,
ASSOCIATION, GROUP (AS SUCH TERM IS USED IN RULE 13D-5 PROMULGATED UNDER THE
EXCHANGE ACT AS IN EFFECT ON THE DATE HEREOF) OR OTHER ENTITY, AND SHALL INCLUDE
ANY SUCCESSOR (BY MERGER OR OTHERWISE) OF SUCH ENTITY.
(H)
"PRINCIPAL MARKET" MEANS THE PRINCIPAL SECURITIES EXCHANGE ON
WHICH THE COMMON STOCK MAY AT THE TIME BE LISTED, OR IF AT SUCH TIME THE COMMON
STOCK IS NOT SO LISTED, THE NASDAQ, OR IF THE COMMON STOCK IS NOT TRADED ON THE
NASDAQ, THEN THE PRINCIPAL SECURITIES EXCHANGE OR TRADING MARKET FOR THE COMMON
STOCK.
(I)
"SECURITIES" MEANS, COLLECTIVELY, THE SERIES A PREFERRED STOCK,
THE COMMON STOCK (INCLUDING SHARE OF COMMON STOCK ISSUED UPON CONVERSION OF THE
SERIES A PREFERRED STOCK), THE WARRANTS AND ANY OTHER EQUITY SECURITIES OF THE
COMPANY NOW OR SUBSEQUENTLY OWNED OF RECORD OR BENEFICIALLY BY THE PARTIES
HERETO.
(J)
"TRANSFER" MEANS TRANSFER, SELL, ASSIGN OR OTHERWISE DISPOSE OF.
SECTION 8.
EXPENSES.
ALL FEES AND EXPENSES INCURRED BY ANY ONE PARTY HERETO
WILL BE BORNE BY THE PARTY INCURRING SUCH FEES AND EXPENSES.
SECTION 9.
PUBLIC DISCLOSURE.
OAK AND THE SAFEGUARD ENTITIES WILL CONSULT
WITH EACH OTHER BEFORE ISSUING ANY PRESS RELEASE OR OTHERWISE MAKING ANY PUBLIC
STATEMENT WITH RESPECT TO THE THIS AGREEMENT AND WILL NOT ISSUE ANY SUCH PRESS
RELEASE OR MAKE ANY SUCH PUBLIC STATEMENT PRIOR TO SUCH CONSULTATION, EXCEPT AS
MAY BE REQUIRED BY APPLICABLE LAW (INCLUDING UNDER THE EXCHANGE ACT) OR ANY
LISTING AGREEMENT WITH A NATIONAL SECURITIES EXCHANGE, IN WHICH CASE REASONABLE