EFFECTIVE DATE.
F.
"FINRA" MEANS THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC.,
OR ANY SUCCESSOR THERETO.
G.
"INITIAL EFFECTIVENESS DEADLINE" MEANS THE EARLIER OF (I) THE
DATE THAT IS SEVENTY-FIVE (75) DAYS AFTER THE CLOSING DATE, AND (II) THE FIFTH
BUSINESS DAY AFTER THE COMPANY IS NOTIFIED BY THE SEC THAT THE REGISTRATION
STATEMENT WILL NOT BE REVIEWED OR IS NO LONGER SUBJECT TO FURTHER REVIEW AND
COMMENT (I.E., ALL OUTSTANDING COMMENTS THEREON HAVE BEEN RESOLVED TO THE
SATISFACTION OF THE SEC STAFF).
H.
"INITIAL FILING DEADLINE" MEANS THE LATER OF (I) OCTOBER 31,
2009, OR (II) THE FIFTH BUSINESS DAY AFTER THE CLOSING DATE.
I.
"FORM S-3" MEANS SUCH FORM OF REGISTRATION STATEMENT UNDER THE
1933 ACT AS IN EFFECT ON THE DATE HEREOF OR ANY SUCCESSOR FORM UNDER THE 1933
ACT SUBSEQUENTLY ADOPTED BY THE SEC WHICH PERMITS INCLUSION OR INCORPORATION OF
SUBSTANTIAL INFORMATION BY REFERENCE TO OTHER DOCUMENTS FILED BY THE COMPANY
WITH THE SEC AFTER THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT.
J.
"INVESTOR" MEANS THE BUYER, ANY TRANSFEREE OR ASSIGNEE THEREOF
TO WHOM A BUYER ASSIGNS ITS RIGHTS UNDER THIS AGREEMENT AND WHO AGREES TO BECOME
BOUND BY THE PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 9 AND ANY
TRANSFEREE OR ASSIGNEE THEREOF TO WHOM A TRANSFEREE OR ASSIGNEE ASSIGNS ITS
RIGHTS UNDER THIS AGREEMENT AND WHO AGREES TO BECOME BOUND BY THE PROVISIONS OF
THIS AGREEMENT IN ACCORDANCE WITH SECTION 9.
K.
"PERSON" MEANS AN INDIVIDUAL, A LIMITED LIABILITY COMPANY, A
PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED
ORGANIZATION AND A GOVERNMENTAL OR ANY DEPARTMENT OR AGENCY THEREOF, OR ANY
OTHER LEGAL ENTITY.
L.
"PRINCIPAL MARKET" MEANS, WITH RESPECT TO THE COMMON STOCK, THE
NASDAQ GLOBAL SELECT MARKET; PROVIDED, HOWEVER, THAT, IF AT ANY TIME AFTER THE
DATE OF THIS AGREEMENT THE PRINCIPAL NATIONAL STOCK EXCHANGE OR TRADING MARKET
FOR COMMON STOCK IS OTHER THAN THE NASDAQ GLOBAL SELECT MARKET, "PRINCIPAL
MARKET" SHALL AT SUCH TIME MEAN, WITH RESPECT
TO THE COMMON STOCK, SUCH OTHER
NATIONAL STOCK EXCHANGE OR TRADING MARKET; AND, WITH RESPECT TO ANY OTHER
SECURITY, "PRINCIPAL MARKET" MEANS THE PRINCIPAL NATIONAL SECURITIES EXCHANGE OR
TRADING MARKET FOR SUCH SECURITY.
M.
"QUALIFIED FINANCING TRANSACTION" MEANS ANY TRANSACTION:
(I) INVOLVING THE ISSUANCE OF 5% OR MORE OF ANY CLASS OF COMPANY SECURITIES, OR
(II) THE PRIMARY PURPOSE OF WHICH IS TO SATISFY, EXTINGUISH OR OTHERWISE
REFINANCE THE COMPANY'S OUTSTANDING INDEBTEDNESS UNDER THE AMENDED AND RESTATED
CREDIT AGREEMENT WITH THE COMPANY'S LENDERS.
N.
"REGISTER," "REGISTERED," AND "REGISTRATION" REFER TO A
REGISTRATION EFFECTED BY PREPARING AND FILING ONE OR MORE REGISTRATION
STATEMENTS IN COMPLIANCE WITH THE 1933 ACT AND THE DECLARATION OR ORDERING OF
EFFECTIVENESS OF SUCH REGISTRATION STATEMENT(S) BY THE SEC.
O.
"REGISTRABLE SECURITIES" MEANS (I) THE COMMON SHARES, (II) THE
WARRANT SHARES ISSUED OR ISSUABLE UPON EXERCISE OF THE WARRANT AND (III) ANY
SHARES OF CAPITAL STOCK OF THE COMPANY ISSUED OR ISSUABLE WITH RESPECT TO THE
COMMON SHARES, THE WARRANT SHARES OR THE WARRANT AS A RESULT OF