Excluded Change in Control Events

Excluded Change in Control Events. Any of the following events, which notwithstanding any other provision of this Agreement shall not constitute a "Change in Control" or a "Potential Change in Control:" (a) The issuance or exercise of any options, warrants or convertible securities held by the Corporation's senior lender or its successor, assigns or affiliates, including any shares that may be issued in respect of any of the foregoing (including shares issued in a Stock split, stock dividend, recapitalization or similar event,... and incremental shares that may be issued pursuant to anti-dilution adjustments); (b) The issuance or exercise of any options, warrants or convertible securities held by The 1818 Mezzanine Fund II, L.P, or its successor, assigns or affiliates, including any shares that may be issued in respect of any of the foregoing (including shares issued in a stock split, stock dividend, recapitalization or similar event, and incremental shares that may be issued pursuant to anti-dilution adjustments); or (c) The transactions described in, and consummated pursuant to, that Stock Purchase Agreement dated as of January 6, 2003, by and among the Corporation and the "Purchasers" named therein, including affiliates of Indemnitee (the "STOCK PURCHASE AGREEMENT") related to the issuance by the Corporation of Series A Preferred Stock (as defined in the Stock Purchase Agreement) at the time of the fundings under the Stock Purchase Agreement, and any Conversion Shares (as defined in the Stock Purchase Agreement) that are issued upon conversion of the Series A Preferred Stock, any accumulating shares due to cumulative dividends, any incremental shares that may be issued pursuant to anti-dilution adjustments, and all shares in respect of any of the foregoing (including shares issued in a stock split, stock dividend, recapitalization or similar event). Affiliates of Indemnitee and any member of the Salix Ventures, L.P. family of funds or The 1818 Mezzanine Fund II, L.P. family of funds will not be deemed to be part of the same group for determining whether there has been a Change in Control or Potential Change in Control under this Agreement. View More