SEC Filings
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SC 13D/A | ||
GLAZER MALCOLM I filed this Form SC 13D/A on 09/18/2006 | ||
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Table of Contents
ARTICLE 1
DEFINITIONS, USAGE, ETC.
SECTION 1.1 Defined Terms. As used in this Agreement, the terms below have the following meanings:
Accrued Interest has the meaning assigned to such term in Section 3.1.
Acquisition Documents shall mean this Agreement, the Escrow Agreement, the Amended
and Restated Registration Rights Agreement and each of the other certificates, documents and
instruments to be executed and delivered by the Parties hereto pursuant to the terms hereof.
Acquisition Proposal shall mean any inquiry, proposal, offer or action relating to,
or that is reasonably likely to lead to, any sale, exchange, transfer or other disposition of any
or all of a number of shares of Common Stock that exceeds the Pre-Closing Remaining Shares.
Affiliate means, as to any Person, any other Person which directly or indirectly
controls, or is under common control with, or is controlled by, such Person. As used in this
definition control (including, with its correlative meanings, controlled by and under common
control with) means possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether through ownership of securities or partnership or other
ownership interest, by contract or otherwise). For the purposes of this Agreement, an Affiliate of
the Purchaser shall not be deemed to include the Seller, and an Affiliate of the Seller shall not
be deemed to include the Purchaser.
Agreement has the meaning assigned to such term in the preamble.
Amended and Restated Registration Rights Agreement means the Amended and Restated
Registration Rights Agreement in the form attached as Exhibit C which amends and restates
the Registration Rights Agreement.
Applicable Law means, with respect to any Person, any Law applicable to such Person
or its business, properties or assets.
Beneficially Own has the meaning set forth in Rule 13d-3 under the Exchange Act.
Call Option has the meaning assigned to such term in Section 9.2(a).
Call Option Closing has the meaning assigned to such term in Section 9.2(b).
Call Option Closing Date has the meaning assigned to such term in Section 9.2(a).
Call Option Exercise Notice has the meaning assigned to such term in Section 9.2(a).
Call Option Exercise Period has the meaning assigned to such term in Section 9.2(a).
Call Option Purchase Price has the meaning assigned to such term in Section 9.2(a).
Call Option Shares has the meaning assigned to such term in the recitals.
Call Option Transaction has the meaning assigned to such term in Section 9.2.
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