“Registration Period” has the meaning assigned to such term in Section 7.10.

     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of April 12, 1998, between the Seller and the Purchaser.

     “Remaining Shares” has the meaning assigned to such term in Section 7.4.

     “Registration Statement” has the meaning assigned to such term in Section 7.10.

     “Representative” means any officer, director, employee, partner, trustee, attorney, accountant, advisor, agent or other representative of any Person.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Seller” has the meaning assigned to such term in the preamble.

     “Seller Common Stock” has the meaning assigned to such term in the recitals.

     “Separation Agreement” means the Separation Agreement, dated as of April 12, 1998, between the Seller and the Purchaser.

     “Shares” has the meaning assigned to such term in the recitals.

     “Special Committee” has the meaning assigned to such term in Section 6.2(b).

     “Stockholder Notice Period” has the meaning assigned to such term in Section 5.4.

     “Subject Shares” means both the Shares and the Call Option Shares.

     “Subsidiary” or “subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture, limited partnership or partnership of which such Person (a) Beneficially Owns, either directly or indirectly, more than 50% of (i) the total combined voting power of all classes of voting securities of such entity, (ii) the total combined equity interests or (iii) the capital or profit interests in the case of a partnership; or (b) otherwise has the power to vote or to direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body; provided, however, that the Purchaser shall not be considered a Subsidiary of the Seller for the purposes of this Agreement.

     “Superior Proposal” means any Acquisition Proposal (on its most recently amended or modified terms, if amended or modified) (i) involving the acquisition of all of the Shares and (ii) with respect to which the Seller’s board of directors (A) determines in good faith that such Acquisition Proposal, if accepted, is reasonably likely to be consummated on a timely basis, taking into account all legal, financial, regulatory and other aspects of the Acquisition Proposal and the Person making the Acquisition Proposal, (B) determines in its good faith judgment (based on, among other things, the advice of its outside financial advisor) to be more favorable, from a financial point of view, to the Seller’s stockholders than the sale of the Shares pursuant to the terms hereof taking into account all relevant factors (including whether, in the good faith judgment of the Seller’s board of directors, after obtaining the advice of such financial advisor,