(h) Definitions. For the purposes of this Section (1) of Article 7 the
following terms shall have the following meanings:
"Business Day" shall mean any day other than a Saturday,
Sunday or a day on which commercial banks in Nashville, Tennessee are
required or authorized by law to be closed.
"Common Stock" shall mean collectively the Corporation's
authorized shares of Class A Common Stock, no par value and Class B
Common Stock, no par value.
"Conversion Event" shall mean the earlier to occur of (i) that
date which is sixty (60) days after a Spin Off or (ii) upon a Qualified
"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.