"REDEEMABLE STOCK" shall have the meaning specified in paragraph l.
"REQUIRED HOLDER(S)" shall mean (i) Electra for so long as it holds at
least 50% of the shares of the Redeemable Stock, the Convertible Stock or Common
Stock of the Company received on conversion thereof (on a fully-diluted and
as-converted basis) held by it upon the Closing hereunder, and (ii) CHP for so
long as it holds at least 50% of the shares of the Redeemable Stock, the
Convertible Stock or Common Stock of the Company received on conversion thereof
(on a fully-diluted and as-converted basis) held by it upon the Closing
"RESPONSIBLE OFFICER" shall mean, with respect to the Company, its
Chairman of the Board, Chief Executive Officer, President, Chief Operating
Officer, Chief Financial Officer, Treasurer, Secretary, and any Vice President.
"PREFERRED STOCK" shall have the meaning specified in paragraph 1.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"SENIOR DEBT" shall mean existing senior indebtedness and any
extension, refunding or replacement thereof from time to time with the same or
different lenders subject to the restrictions of Section 6A.
"SHAREHOLDERS' AGREEMENT" shall have the meaning specified in
"SPIN OFF" means the recapitalization of all of the issued and
outstanding Common Stock in a transaction intended to qualify as a tax-free
reorganization under Section 368(a)(i)(E) of the Internal Revenue Code of 1986,
as amended, and the distribution of all shares of Common Stock held by AHC pro
rata among the shareholders of AHC in a tax-free distribution under Section 355
of the Code.
"STOCK OPTION PLAN" means the Company's 1992 Stock Option Plan, as it
may be amended from time to time and any other similar share incentive plans
which the Company may adopt and any options granted to members of the Board of
Directors and Medical Directors of the Company.
"SUBSIDIARY" means any corporation or other entity of which more than
fifty percent (50%) of the issued and outstanding voting power is owned or
controlled at the time as of which any determination is being made directly or
indirectly, by the Company or one or more of the Company's Subsidiaries.
"SUBSTANTIAL PART" shall mean, as of any date, assets (i) having a net
book value equal to or in excess of 20% of the consolidated assets of the
Company and its Subsidiaries (determined