NOW, THEREFORE, the parties to this Agreement hereby agree to amend and restate the Amended Agreement in its entirety, as set forth herein, and further agree as follows:
1. DEFINITIONS. For all purposes of this Agreement, the following terms shall have the meanings set forth below:
Affiliate shall mean, with respect to any Stockholder, any Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such Stockholder and shall include, without limitation, (a) any Person who is a director or beneficial holder of more than fifty percent (50%) of the then outstanding capital stock of (or other beneficial interest in) such Stockholder and Family Members of any such Persons, (b) any Person of which such Stockholder or an Affiliate (as defined in clause (a) above) of such Stockholder directly or indirectly, either beneficially owns more than fifty percent (50%) of the then outstanding capital stock (or partnership interests or other shares of beneficial interest) or constitutes more than a fifty percent (50%) equity participant, (c) any Person of which an Affiliate (as defined in clause (a) above) of such Stockholder is a general partner, director, officer or executive employee, (d) in the case of a specified Person who is an individual, Family Members of such Person, and (e) if such Person is a limited partnership, any other limited partnership the general partner of which (or the general partner of such general partner, if such general partner is itself a partnership) is the same individual or group of individuals that serves as the general partner of such Person (or is the general partner of such general partner, if such general partner of such Person is a partnership).
Common Stock shall mean the Companys Common Stock, par value $0.01 per share.
Convertible Securities shall mean any securities exercisable for, convertible into or exchangeable for any shares of Common Stock.
Effective Time means the Closing, as defined in the SPRA.
ELUS shall have the meaning set forth in the recitals hereof.
Exchange Act shall mean the United States of America Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Family Members shall mean, with respect to any individual, any Related Person or Family Trust of such individual.
Family Trust shall mean, with respect to any individual, any trust or limited liability company created solely for the benefit of one or more of such individuals Related Persons and controlled by such individual.
Person shall mean an individual, partnership, limited liability company, corporation, association, trust, joint venture, unincorporated organization, or any government, governmental department or agency or political subdivision thereof.
Preferred Stock shall mean the Companys Series E Preferred Stock.