"Mandatory Redemption Event" shall mean the earliest to occur
of: (a) the sale, lease or other disposition by the Corporation 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 Corporation 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.
"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 (i) an initial public offering of Class
A Common Stock of the Corporation yielding net cash proceeds to the
Corporation of at least $25,000,000 or (ii) in the event the
Corporation has completed a Spin Off, a public offering of Class A
Common Stock of the Corporation yielding net cash proceeds to the
Corporation and/or its shareholders of at least $20,000,000.
"Redemption Price" for any shares of Series A Redeemable
Preferred Stock as of any particular date shall mean an amount equal to
the Liquidation Value.
"Secondary Registration" means the offer and sale of
securities to the public by or on behalf of one or more of the holders
of the Corporation's securities pursuant to a registration statement
filed by the Corporation with, and declared effective by, the
"Sixth Anniversary" shall mean November 20, 2002.
"Spin Off" means the recapitalization of all of the issued and
outstanding Common Stock in a "reorganization" with 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 held
by American Healthcorp, Inc. ("AHC") pro rata among the shareholders of
AHC in a tax-free distribution under Section 355 of the Code.