"Conversion Rate" shall mean:
(i) if the optional conversion is triggered by a
Spin Off, then the Conversion Rate shall equal (x) the
Liquidation Value per share of the Series A Redeemable
Preferred Stock, divided by (y) the average closing price per
share of Class A Common Stock on the Nasdaq National Market
System for the period commencing on the forty-sixth (46th) day
following the consummation of the Spin Off and ending on the
fifteenth (15th) day thereafter; and
(ii) if the optional conversion is triggered by
the occurrence of a Qualified IPO, then the Conversion Rate
shall equal (x) the Liquidation Value per share of the Series
A Redeemable Preferred Stock, divided by (y) the price per
share of Class A Common Stock in the Qualified IPO.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.
"Independent Auditors" shall mean Deloitte & Touche, LLP or
another "big six" accounting firm.
"Junior Security" means Common Stock and any other equity
security (other than the Series A Redeemable Preferred Stock),
including the Series B Convertible Preferred Stock, of any kind which
the Corporation at any time issues or is authorized to issue.
"Liquidation Value" of any share of Series A Redeemable
Preferred Stock as of any particular date will be the purchase price
amount of such Stock plus accrued and unpaid dividends, if any.
"Mandatory Redemption Event" shall mean the earliest to occur
of: (a) the sale, lease or other disposition by the Company of all or
substantially all of the assets of the Corporation; (b) a merger or
consolidation of the Corporation with or into another entity in a
transaction in which the shareholders of the Corporation own less than
fifty percent (50%) of the voting securities of the surviving or
resulting corporation immediately after such merger or consolidation;
(c) the sale, transfer or other disposition by the Company of all or
substantially all of the capital stock of the Corporation (including,
without limitation, any and all shares, interests, rights to purchase,
warrants, options, participation or other equivalents of or in
(however designated) capital stock of the Corporation; or (d) a
"Preferred Stock" shall mean the Corporation's authorized
shares of preferred stock, no par value.