title retention agreement, any lease in the nature thereof and the filing of or
agreement to give any financing statement under the Uniform Commercial Code of
"MULTIEMPLOYER PLAN" shall mean "multiemployer plan" (as such term is
defined in section 3(37) of ERISA and section 414(f) of the Code) to which
contributions are or have been made by the Company or any of its Subsidiaries.
"OFFERING MEMORANDUM" means the Confidential Offering Memorandum
described in paragraph 4K.
"OFFICERS' CERTIFICATE" shall mean a certificate signed in the name of
the Company by its Chief Executive Officer, President or its Vice Presidents and
by its Chief Financial Officer, Treasurer or Controller.
"OTHER AGREEMENTS" shall mean, collectively, the Preferred Stock, the
Shareholders' Agreement and the Registration Agreement dated as of April 2, 1992
between the Company and the Investors named therein.
"PBGC " shall mean the Pension Benefit Guaranty Corporation or any
corporation or governmental body or agency succeeding to the functions thereof.
"PERSON" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.
"PLAN" shall mean an employee pension benefit plan within the meaning
of section 3(2) of ERISA, maintained or contributed to by the Company or an
"PREFERRED STOCK" means the Company's Series A Redeemable Preferred
Stock and Series B Convertible Preferred Stock sold to Purchasers pursuant to
"PURCHASERS" shall have the meaning specified in the first paragraph
"QUALIFIED INITIAL PUBLIC OFFERING" mean (i) an initial public offering
of Common Stock of the Company yielding net cash proceeds to the Company of at
least $25,000,000 or (ii) in the event that the Company has completed a Spin
Off; a public offering of Common Stock of the Company yielding net cash proceeds
to the Company and/or its Shareholders of at least $20,000,000.
"REAL PROPERTY" shall have the meaning specified in paragraph 8R.
"REDEEMABLE DESIGNATION" shall have the meaning accorded to it in