or relative (a "group"), (iii) any Person controlled by any such director,
executive officer or group, and (iv) any Person or group which beneficially owns
or holds 10% or more of any class of voting securities or a 10% or greater
equity or profits interest in such Person. The term Affiliate shall not include
the Purchasers and any Transferee that might be deemed to be an Affiliate solely
by reason of its ownership of the Preferred Stock (or any other securities
issued in exchange for any such Preferred Stock) or by reason of its benefiting
from any agreements or covenants of the Company or its Subsidiaries contained in
or contemplated by this Agreement. The term control (including, with correlative
meanings, controlling, controlled by or under common control with) shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities or by contract or otherwise.
"AHC" means American Healthcorp, Inc.
"BOARD OF DIRECTORS" shall mean the Board of Directors of the Company.
"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
day on which commercial banks in Washington, D.C. are required or authorized to
"CAPITAL STOCK" shall mean any and all shares, interests, rights to
purchase, warrants, options, participation or other equivalents of or interests
in (however designated) corporate stock.
"CHANGE IN BUSINESS" with respect to the Company shall mean any change
in or addition to the primary business of the Company that has not been approved
by the Required Holder(s) such that more than 20% of the Consolidated Net
Earnings of the Company are derived from a business other than the Current
"CHANGE IN CONTROL" shall mean the occurrence of any of the following
events: (a) the sale, lease or other disposition of all or substantially all of
the Capital Stock or assets of the Company (other than in an initial public
offering), or a merger or consolidation of the Company with or into another
entity in a transaction in which the shareholders of the Company own less than
50% of the voting securities of the surviving or resulting corporation
immediately after such merger or consolidation; or (b) any liquidation,
dissolution or winding up of the Company.
"CHP" shall have the meaning specified in the first paragraph hereof.
"CLOSING" shall have the meaning specified in paragraph three hereof.
"CLOSING DATE" shall have the meaning specified in paragraph three
"CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.