If the Triggering Event occurs after November 20,
2000 - 8% of Fully Diluted Shares
"Current Market Price" shall mean, in respect of any share of
Common Stock on any date herein specified, the greater of (i) book
value per share of Common Stock as determined by the Corporation's
financial statements for the most recently ended fiscal quarter, (ii)
the Liquidation Value per share of the Series B Convertible Preferred
Stock, (iii) a valuation per share of Common Stock of eight (8) times
Net EBITDA for the most recently ended four quarters, and (iv) the
Appraised Value per share of Common Stock.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.
"Fully-Diluted" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be
determined, all shares of Common Stock outstanding as of November 20,
1996, increased by all shares of Class A Common Stock issuable in
respect of Series B Convertible Preferred Stock and increased by all
Common Equivalent 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
"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.