EX-3
from SC 13D
20 pages
Issue Date: January 30, 2008 1. Definitions. Unless the Context Otherwise Requires, When Used Herein the Following Terms Shall Have the Meanings Indicated. “Additional Shares” Has the Meaning Given to It in Section 3. “Affiliate” Means, With Respect to Any Person, Any Person Directly or Indirectly Controlling, Controlled by or Under Common Control With, Such Other Person, Provided, That With Respect to the Company, Also Includes Channel Reinsurance Ltd. for Purposes of This Definition, “Control” (Including, With Correlative Meanings, the Terms “Controlled By” and “Under Common Control With”) When Used With Respect to Any Person, Means the Possession, Directly or Indirectly, of the Power to Cause the Direction of Management or Policies of Such Person, Whether Through the Ownership of Voting Securities by Contract or Otherwise. “Applicable Price” Means the Greater of (A) the Greater of the Market Price Per Share of Outstanding Common Stock on (I) the Date on Which the Company Issues or Sells Any Common Stock Other Than Excluded Stock or (II) the First Date of the Announcement of Such Issuance or Sale or (B) the Buy-In Price. “Appraisal Procedure” Means a Procedure Whereby Two Independent Appraisers, One Chosen by the Company and One by the Warrantholder (Or if There Is More Than One Warrantholder, a Majority in Interest of Warrantholders), Shall Mutually Agree Upon the Determinations Then the Subject of Appraisal. Each Party Shall Deliver a Notice to the Other Appointing Its Appraiser Within Fifteen (15) Days After the Appraisal Procedure Is Invoked. if Within Thirty (30) Days After Appointment of the Two Appraisers They Are Unable to Agree Upon the Amount in Question, a Third Independent Appraiser Shall Be Chosen Within Ten (10) Days Thereafter by the Mutual Consent of Such First Two Appraisers Or, if Such First Two Appraisers Fail to Agree Upon the Appointment of a Third Appraiser, Such Appointment Shall Be Made by the American Arbitration Association, or Any
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