Shares (using the treasury stock method) issuable upon exercise of
stock options, warrants or convertible securities (other than the
shares issuable upon conversion of the Series A Redeemable Preferred
Stock) and increased by shares issued to the Founding Investors and
Founding Management pursuant to the Corporation's Shareholders'
Agreement dated as of April 2, 1992, as amended, for consideration of
up to $1,300,000. In the event that the Corporation creates an
additional class or series of common stock, Fully Diluted shall take
into account all such outstanding shares of any other class or series.
"Independent Auditors" means 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, of any
kind which the Corporation at any time issues or is authorized to
"Liquidation Value" of any share of Series B Convertible
Preferred Stock as of any particular date will be the purchase price
of such Stock.
"Net EBITDA" shall mean the Corporation's earnings before
interest, taxes, depreciation, amortization and extraordinary items
less minority interest expense, all as determined based on the audited
financial statements for such period prepared by the Corporation's
independent auditors in accordance with GAAP.
"Preferred Stock" shall mean the Corporation's authorized
shares of preferred stock, no par value.
"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 an initial public offering of Common
Stock of the Corporation yielding net cash proceeds to the Corporation
of at least $25,000,000, or in the event that the Corporation has
completed a Spin Off, a public offering of Common Stock yielding net
cash proceeds to the Corporation and/or its shareholders of at least
"Reorganization Event" shall have the meaning set forth in
"Spin Off" means the recapitalization of all of the issued and
outstanding Common Stock in a reorganization within 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