"Purchase Agreement" shall mean the Preferred Stock Purchase
Agreement, dated as of November 20, 1996, by and among the
Corporation, Electra Investment Trust PLC, Capitol Health Partners,
L.P. and Michael E. Stephens.
"Purchasers" shall mean Electra Investment Trust PLC, Capitol
Health Partners, L.P. and Michael E. Stephens.
"Qualified IPO" means (i) an initial public offering of Class
A Common Stock of the Corporation yielding net cash proceeds to the
Corporation of at least $25,000,000 or (ii) in the event the
Corporation has completed a Spin Off, a public offering of Class A
Common Stock of the Corporation yielding net cash proceeds to the
Corporation and/or its shareholders of at least $20,000,000.
"Redemption Price" for any shares of Series A Redeemable
Preferred Stock as of any particular date shall mean an amount equal
to the Liquidation Value.
"Secondary Registration" means the offer and sale of
securities to the public by or on behalf of one or more of the holders
of the Corporation's securities pursuant to a registration statement
filed by the Corporation with, and declared effective by, the
"Sixth Anniversary" shall mean November 20, 2002.
"Spin Off" means the recapitalization of all of the issued and
outstanding Common Stock in a "reorganization" with the meaning of
Section 368(a)(i)(E) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the distribution of all shares of Common Stock held
by American Healthcorp, Inc. ("AHC") pro rata among the shareholders
of AHC in a tax-free distribution under Section 355 of the Code.
(i) Notices. All written communications provided for hereunder
shall be sent by first-class mail or nationwide overnight delivery service
(with charges prepaid) or via receipted facsimile transmission and shall be
directed to the relevant party at its address stated below:
If to Electra:
Electra Investment Trust PLC
London, England WC2B 6QT
Attention: Philip J. Dyke, Company Secretary
Telecopy No.: 011-44-71-404-5388