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EXHIBIT 3.2
C&S 510 (Rev. 3/00)
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
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Date Received (FOR BUREAU USE ONLY)
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Name
J. Michael Bernard - Dykema Gossett PLLC
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Address
400 Renaissance Center
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City State Zip Code
Detroit Michigan 48243-1668
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EFFECTIVE DATE:
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Document will be returned to the name and address you enter above
RESTATED ARTICLES OF INCORPORATION
For use by domestic profit corporations
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended,
the undersigned corporation executes the following Articles:
1. The present name of the corporation is: MCE Companies, Inc.
2. The corporation identification number
(CID) assigned by the Bureau is: 336-788
3. All former names of the corporation are: Microwave Components Enterprises, Inc.
4. The date of filing the original
Articles of Incorporation was: October 6, 1995
The following Restated Articles of Incorporation supersede the Articles
of Incorporation as amended and shall be the Articles of Incorporation for the
corporation.
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ARTICLE I
NAME
The name of the corporation is MCE COMPANIES, INC.
ARTICLE II
PURPOSE
The purpose or purposes for which the corporation is formed is to engage in
any activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan, as amended (the "MBCA").
ARTICLE III
AUTHORIZED SHARES
The total authorized shares of the corporation is as follows:
100,000,000 million shares of Common Stock; and
10,000,000 million shares of Preferred Stock.
A statement of all or any of the designations and the powers, preferences
and rights, and the qualifications, limitations or restrictions of the capital
stock of the corporation is as follows.
COMMON STOCK
Subject to the preferences accorded the holders of Preferred Stock pursuant
to the Articles of Incorporation or action of the Board of Directors taken with
respect to such preferences, holders of Common Stock are entitled to receive
such dividends as may be declared by the Board of Directors of the corporation
from time to time. Subject to the preferences provided in the Articles of
Incorporation or action of the Board of Directors taken with respect to such
preferences, in the event of any liquidation, dissolution or winding up of the
corporation, the holders of Common Stock will be entitled to receive pro rata
all the remaining assets of the corporation available for distribution. Holders
of Common Stock shall have equal voting and other rights share for share.
PREFERRED STOCK
Issuance in Series. The Preferred Stock may be issued in one or more series
and the shares of all series will rank equally and be substantially identical in
all respects, except that with respect to each series the Board of Directors may
fix, among other things, the dividends payable thereon, the times and prices of
redemption, if any, the amount payable upon liquidation, the retirement or
sinking fund, if any, the conversion rights, if any, the restrictions, if any,
on the payment of dividends or to retirements of junior stock, the limitations,
if any, on the creation of indebtedness or the issuance of
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stock of equal or prior rank, and the number of shares to comprise each series.
Dividend Rights. The Board of Directors is authorized to determine whether,
and the terms and conditions upon which, the shares of Preferred Stock of each
series will be entitled to receive dividends, and whether such dividends shall
be cumulative.
Redemption Provisions. The Board of Directors is authorized to determine
whether, and the terms and conditions upon which, the shares of Preferred Stock
of each series will have redemption rights. The shares of Preferred Stock of
each series, if redeemable, will be redeemable at a time so fixed and
determined, in whole or in part, and by lot or in such other manner as the Board
of Directors may determine.
Sinking Fund. The Board of Directors is authorized to determine whether,
and the terms and conditions upon which, the shares of Preferred Stock of each
series shall be entitled to the benefits of a retirement or sinking fund.
Conversion Rights. The Board of Directors is authorized to determine
whether, and the terms and conditions upon which, the shares of Preferred Stock
of each series shall have conversion or exchange rights.
Voting Rights. The Board of Directors is authorized to determine whether,
and the terms and conditions upon which, the shares of Preferred Stock of each
series shall have voting rights.
General. The Board of Directors is authorized to determine any other
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions relating to the Preferred Stock, or
any series thereof, as shall not be inconsistent with this Article III or
Michigan law. The terms of any series of Preferred Stock may be amended without
consent of the holders of any other series of Preferred Stock or of the Common
Stock, provided such amendment does not substantially adversely affect the
holders of such other series of Preferred Stock or the Common Stock.
Reissue of Reacquired Shares; Issuance of Additional Shares of Same Series.
Shares of any series of Preferred Stock which have been issued and reacquired in
any manner including shares redeemed by purchases (whether through the operation
of a retirement or sinking fund or otherwise), will have the status of
authorized and unissued Preferred Stock and may be reissued as a part of the
series of which they were originally a part or may be reclassified into and
reissued as a part of the new series.
Amendment to Articles of Incorporation. Any resolution of the Board of
Directors establishing and designating a series of Preferred Stock and fixing
and determining the relevant rights and preferences thereof shall be
appropriately filed with the State of Michigan as an amendment to the Articles
of Incorporation.
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SERIES A PREFERRED STOCK
The Amended and Restated Certificate of the Powers, Designations,
Preferences and Rights of the Series A Preferred Stock, attached hereto as ANNEX
A, is incorporated into this Article III by reference.
ARTICLE IV
REGISTERED OFFICE; RESIDENT AGENT
The address and the mailing address of the current registered office of the
corporation is 310 Dino Drive, Ann Arbor, Michigan 48103. The name of the
resident agent at the registered office is John L. Smucker.
ARTICLE V
LIMITATION OF DIRECTOR LIABILITY
No director of the corporation shall be personally liable to the
corporation or its shareholders for money damages for any action taken, or any
failure to take any action, except liability for any of the following: (1) the
amount of a financial benefit received by a director to which he or she is not
entitled; (2) intentional infliction of harm on the corporation or its
shareholders; (3) a violation of Section 551 of the MBCA; or (4) an intentional
violation of criminal law. If the MBCA is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation on personal liability
contained in the Articles of Incorporation, shall be eliminated or limited to
the fullest extent permitted by the MBCA as so amended. No amendment or repeal
of this Article V shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect to any acts or
omissions of any director occurring before the effective date of any such
amendment or repeal.
ARTICLE VI
COMPROMISE, ARRANGEMENT OR PLAN OF REORGANIZATION
Whenever a compromise or arrangement or any plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them and/or between this corporation and its shareholders or any class of
them, any court of equity jurisdiction within the State of Michigan may, on the
application of this corporation or of any creditor or any shareholder thereof,
or on the application of any receiver or receivers appointed for this
corporation, order a meeting of the creditors or class of creditors, and/or of
the shareholders or class of shareholders, as the case may be, to be affected by
the proposed compromise or arrangement or reorganization, to be summoned in such
manner as said court directs.
If a majority in number, representing three-fourths (3/4) in value of the
creditors or class of creditors, and/or of the shareholders or class of
shareholders, as the case may be, to be affected by the proposed compromise or
arrangement or reorganization, agrees to any compromise or
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arrangement or to any reorganization of this corporation as a consequence of
such compromise or arrangement, said compromise or arrangement and said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the shareholders or class of shareholders, as the case may be, and also on
this corporation.
ARTICLE VII
NUMBER OF DIRECTORS; CLASSIFIED BOARD; VACANCIES;
REMOVAL OF DIRECTOR FOR CAUSE; ETC.
The number of directors which shall constitute the whole Board of Directors
shall be the number from time to time fixed by the Board of Directors, and such
number of directors so fixed may be changed only by the affirmative vote of at
least two-thirds of the directors then in office.
The Board of Directors shall be classified into three classes with
staggered terms of office. Each class shall be as nearly equal in number as
possible. Each class of directors shall be elected for a term of three years and
until the director's successor is elected and qualified, or until the director's
resignation or removal. At each annual meeting of the shareholders, successors
to the directors whose terms expire in that year shall be elected to hold office
for a term of three years.
During the intervals between annual meetings of shareholders, any vacancy
occurring in the Board of Directors caused by resignation, removal, death or
incapacity, and any newly created directorships resulting from an increase in
the number of directors, shall be filled only by a majority vote of the
directors then in office, whether or not a quorum. Each director chosen to fill
a vacancy shall hold office for the unexpired term of the class in which such
vacancy occurred. Each director chosen to fill a newly created directorship
shall hold office until the next election of the class for which such director
shall have been chosen. When the number of directors is changed, any newly
created directorships or any decrease in directorships shall be so apportioned
among the classes as to make all classes as nearly equal in number as possible.
No decrease in the number of directors shall have the effect of shortening the
term of any incumbent director.
Any director may be removed from office as a director at any time, but only
for cause, by the affirmative vote of shareholders of record holding a majority
of the outstanding shares of stock of the corporation entitled to vote in
elections of directors given at a meeting of the shareholders specifically
called for that purpose.
ARTICLE VIII
INDEMNIFICATION
The corporation shall, to the fullest extent authorized or permitted by
law, (a) indemnify any person, his heirs, personal representatives, executors,
administrators and legal representatives, who was, is, or is threatened to be
made, a party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that such person is or was a directors or officer of the corporation, or is or
was serving at the request of the
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corporation as a director, officer, employee or agent of another corporation
(including a director or indirect subsidiary corporation), limited liability
company, partnership, joint venture, trust, employee benefit plan or other
enterprise, whether or not for profit, or by reason of anything done by such
person in such capacity (collectively, the "Covered Matters"), and (b) pay or
reimburse the reasonable expenses incurred by such person and his or her heirs,
executors, administrators and legal representatives in connection with any
Covered Matter in advance of the final disposition of such Covered Matter. The
corporation may provide such other indemnification to directors, officers,
employees and agents by insurance, contract or otherwise as is permitted by law
and authorized by the Board of Directors of the corporation.
ARTICLE IX
CERTAIN AMENDMENTS
Notwithstanding any other provisions of these Restated Articles of
Incorporation or the bylaws of the corporation, no amendment to these Restated
Articles of Incorporation shall amend, modify or repeal any or all of the
provisions of Articles V, VII, VIII, or this Article IX of these Restated
Articles of Incorporation unless so adopted by the affirmative vote of the
holders of not less than three-fourths (3/4) of the outstanding shares of stock
of the corporation generally entitled to vote in the election of directors,
considered for purposes of this Article IX as a single class[; provided,
however, that in the event the Board of Directors of the corporation shall
recommend to the shareholders the adoption of any such amendment, modification
or repeal to any part or all of the provisions of Articles V, VII, VIII, or this
Article IX of these Restated Articles of Incorporation, the shareholders of
record holding a majority of the outstanding shares of stock of the corporation
entitled to vote in elections of directors, considered for the purposes of this
Article IX as a single class, may amend, modify or repeal any or all of such
provisions].
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These Restated Articles of Incorporation were duly adopted on the __
day of August 2000, in accordance with the provisions of Section 642 of the MBCA
and were duly adopted by the written consent of the shareholders having not less
than the minimum number of votes required by statute in accordance with Section
407(1) of the MBCA.
Signed this day of , 2000.
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By:
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John L. Smucker, President
of MCE Companies, Inc.
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ANNEX A
to
THE RESTATED ARTICLES OF INCORPORATION
for
MCE COMPANIES, INC.
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AMENDED AND RESTATED
CERTIFICATE OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RIGHTS
OF THE SERIES A PREFERRED STOCK
LIQUIDATION VALUE $1,000 PER SHARE
WHEREAS, pursuant to the authority conferred upon the Board of Directors of
the Company by Article III of the Articles of Incorporation, the Board of
Directors established and designated and provided for the issuance of a series
of preferred stock, designated "Series A Preferred Stock" (the "Preferred
Stock"), consisting of 4,000 shares, $1,000 liquidation value per share; and
WHEREAS, as a result of the foregoing, the Board of Directors of the
Company did fix and determine the relative rights, powers and preferences of the
Preferred Stock to be as set forth in that certain Certificate of the Powers,
Designations, Preferences and Rights of the Series A Preferred Stock,
Liquidation Value $1,000 per Share, as set forth in Article III of the Articles
of Incorporation, in the form filed as a Certificate of Amendment to the
Articles of Incorporation on July 23, 1996 (the "Certificate of Designations");
and
WHEREAS, the Board of Directors of the Company and the holders of the
Common Stock and the holders of the Preferred Stock have approved the amendment
and restatement of the Certificate of Designations;
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Designations shall
be amended and restated in its entirety as set forth below:
1. Rights on Liquidation, Dissolution or Winding Up. In the event of any
liquidation, dissolution or winding up of the Company, the holders of shares of
the Preferred Stock then outstanding shall be entitled to be paid out of the
assets of the Company available for distribution to its stockholders, whether
from capital, surplus or earnings, before any payment shall be made to the
holders of Junior Shares (hereinafter defined), the amount of $1,000 per share
plus any accrued but
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unpaid dividends thereon. If, upon any liquidation, dissolution or winding up of
the Company, the assets of the Company available for distribution to the holders
of the Preferred Stock shall be insufficient to pay the holders of the Preferred
Stock the full amounts to which they respectively shall be entitled pursuant to
this Section 1, the holders of shares of the Preferred Stock shall share ratably
in any distribution of assets according to the respective amounts that would be
payable in respect of the shares of Preferred Stock held by them upon such
distribution if all amounts payable on or with respect to said shares were paid
in full.
2. Dividends.
(a) The dividend rate on shares of the Preferred Stock shall
be $80 per share per annum for the period of July 23, 1996 through July 22, 2002
and shall be $160 per share per annum for the period after July 22, 2002.
Dividends on shares of the Preferred Stock shall be fully cumulative and shall
accrue, without interest, from the date of issuance of such shares, and shall be
payable in cash, when and as declared by the Board of Directors out of Available
Funds (hereinafter defined), in arrears on September 30, 1996 and quarterly in
arrears thereafter on December 31, March 31, June 30 and September 30 of each
year. Notwithstanding anything to the contrary in this Section 2, the Board of
Directors shall declare dividends on the Preferred Stock to the extent, in its
good faith judgment, there are Available Funds to pay such quarterly dividends.
To the extent there are insufficient Available Funds to pay all holders of the
Preferred Stock the full quarterly dividend for any quarter, the Board of
Directors shall declare a dividend to all holders of the Preferred Stock on a
pro rata basis to the extent of Available Funds, if any. Holders of shares of
the Preferred Stock shall be entitled to receive such dividends in preference to
and in priority over dividends upon Junior Shares. The holders of shares of the
Preferred Stock shall not be entitled to any dividends other than the dividends
provided in this Section 2.
(b) If at any time the Company has failed to pay accrued
dividends on any shares of the Preferred Stock at the time outstanding at the
times such dividends are due and payable, the Company shall not declare or pay
any dividend on Junior Shares or make any payment on account of, or set apart
money for a sinking or other analogous fund for, the purchase, redemption or
other retirement of, any Junior Shares or make any distribution in respect
thereof, either directly or indirectly and whether in cash or property or in
obligations or shares of the Company (other than in Junior Shares).
3. Mandatory Redemption.
(a) Upon the occurrence of a Triggering Event (described in
paragraph (b) below), and subject to the terms and provisions hereof, each
holder of the shares of the Preferred Stock shall have the right, but not the
obligation, to tender all, but not less than all, of such holder's shares, at a
price of $1,000 per share plus an amount equal to the dividends accrued and
unpaid thereon to the date fixed for redemption (the "Redemption Price"). The
holder's right to tender pursuant to this Section 3 shall continue up to the
twenty-fifth (25th) day after the later of the date of its receipt of the
Triggering Event Notice provided for in paragraph (c) of this Section 3 or the
date of the
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Triggering Event. The holder's right to tender shall be exercised by the
surrender to the Company, at its principal office or such other office
maintained by the Company for that purpose, of a certificate or certificates
representing the shares of the Preferred Stock, duly endorsed in blank (with
signatures guaranteed), and accompanied by written notice that the holder elects
to tender such shares for redemption (the "Redemption Notice"). Redemption of
tendered shares shall occur on or before the close of business on the tenth
(10th) day (the "Redemption Date") after the date such Redemption Notice is
received by the Company.
(b) The occurrence of any one of the following events shall
constitute a "Triggering Event": (i) a sale, transfer or other disposition of
all or substantially all of the assets of the Company or the sale, transfer or
other disposition of all or substantially all of the assets of the Company and
its subsidiaries taken as a whole, or a merger or consolidation of the Company
into or with any other entity which results in the exchange of outstanding
shares of the Company for securities or other consideration issued or paid or
caused to be issued or paid by any such entity or affiliate thereof, without the
consent of holders representing 75% of the then outstanding shares of the
Preferred Stock; (ii) a Change of Control (as hereinafter defined) in the
Company; or (iii) the consummation of the sale by the Company of common stock by
and for the account of the Company pursuant to an underwritten initial public
offering effected pursuant to an effective registration statement under the
Securities Act of 1933, as in effect at the relevant time.
(c) As promptly as possible but in no event later than five
(5) days after the time the Company knows or should have known of the occurrence
of any Triggering Event, a notice (the "Triggering Event Notice") shall be given
by the Company by first class mail, postage prepaid, certified mail, return
receipt requested, by courier or by facsimile transmission, receipt
acknowledged, to the holders of record of the shares of the Preferred Stock at
their respective addresses or facsimile numbers as the same shall appear on the
books of the Company, stating that the event specified in the notice has
occurred and that each holder has the right to tender such holder's shares of
the Preferred Stock for redemption in cash pursuant to the terms hereof. Any
holder of record of the shares of the Preferred Stock may waive its right to the
Triggering Event Notice provided for herein.
(d) Notwithstanding any of the foregoing provisions in this
Section 3 to the contrary, the Company shall have the right, but not the
obligation, to purchase all or part of any Preferred Stock outstanding after
July 23, 2002, which right may be exercised by the Company from time to time
and, if so exercised, the holders of Preferred Stock shall be obligated to
surrender for redemption any such shares so elected to be purchased by the
Company in accordance with the terms hereof. The Company shall redeem such
Preferred Stock at the Redemption Price set forth in Section 3(a) and by
following the procedures and issuing the notices specified in Sections 3(a) and
3(c) hereof, respectively.
(e) Notwithstanding anything contained herein to the contrary,
the Company shall pay the Redemption Price to holders of Preferred Stock who
validly tender their shares for redemption by the Redemption Date upon any
mandatory redemption described in this Section 3; provided that the Company has
Available Funds to pay the Redemption Price. If the Available Funds
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of the Company for distribution in redemption of shares of the Preferred Stock
pursuant to this Section 3 are insufficient to redeem all of the shares of the
Preferred Stock on the Redemption Date, the Available Funds shall be used to
redeem the number of shares of the Preferred Stock which may be redeemed for
such amount on a pro rata basis. At any time thereafter when additional funds
become available for the redemption of additional tendered shares of the
Preferred Stock, the Company shall immediately notify the holders of the
tendered shares of the Preferred Stock of the availability of such funds and
such funds shall be immediately used to redeem such additional tendered shares
until such time as all of the tendered shares of the Preferred Stock shall have
been redeemed. On and after the Redemption Date, dividends shall cease to accrue
on the shares of the Preferred Stock to be redeemed and the holders of such
shares shall cease to be shareholders with respect to such shares and shall have
no interest in or claims against the Company by virtue thereof, but shall have a
claim against the Company as a general creditor of the Company due in respect of
the shares to be so redeemed plus interest as hereafter provided. If the Company
shall not have Available Funds or shall fail to so pay for the shares tendered
for redemption on the Redemption Date, holders of the shares of the Preferred
Stock shall be entitled to receive interest at a rate of eleven percent (11%)
per annum from the Redemption Date up to and including the date of payment of
the Redemption Price. If the Company shall have failed to pay the Redemption
Price with respect to any shares of the Preferred Stock at the time such
Redemption Price shall be due and payable, the Company shall not declare or pay
any dividend on Junior Shares or make any payment on account of, or set apart
money for a sinking or other analogous fund for, the purchase, redemption or
other retirement of, any Junior Shares or make any distribution in respect
thereof, either directly or indirectly and whether in cash or property or in
obligations or shares of the Company (other than in Junior Shares).
4. Optional Redemption.
(a) The Company, at its option, may at any time, purchase and
redeem all or part of the Preferred Stock at a price per share of $1,000 if the
Company pays the redemption price from operating cash flow, or otherwise at the
price per share set forth for the date fixed for redemption in the following
table:
Date Fixed for Redemption Price
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On or after July 23, 1996 and on or
before July 23, 1997 $1,030
After July 23, 1997 and on or before
July 23, 1998 $1,020
After July 23, 1998 and on or before
July 23, 1999 $1,010
Any date after July 23, 1999 $1,000
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plus an amount equal to the dividends accrued and unpaid thereon to the date set
for redemption (collectively, the "Call Price"); provided that in no event shall
any such single redemption be for shares of Preferred Stock having an aggregate
liquidation value of less than $500,000 in the aggregate, and in each case, the
Call Price shall be payable only out of Available Funds.
(b) Not less than ten (10) days or more than thirty (30) days
prior to the date fixed for redemption under this Section 4, a notice shall be
given by the Company, by first class mail, postage prepaid, certified mail,
return receipt requested, by courier or by facsimile transmission, receipt
acknowledged, to the holders of record of the shares of the Preferred Stock to
be redeemed at their respective addresses or facsimile numbers as the same shall
appear on the books of the Company, stating (i) the redemption date, (ii) the
aggregate number of shares of the Preferred Stock to be redeemed, (iii) the
place where certificates for such shares are to be surrendered for payment of
the Call Price and, (iv) that dividends on the shares to be redeemed will cease
to accrue. Any such optional redemptions shall be pro rata among the holders of
Preferred Stock.
(c) On or before the close of business on the date fixed for
redemption in a redemption notice given by the Company pursuant to this Section
4, the Company shall pay to the holders of the shares of the Preferred Stock the
Call Price out of Available Funds upon surrender in accordance with said notice
of the certificates for any shares of the Preferred Stock to be redeemed, duly
endorsed in blank, with signatures guaranteed. On and after the redemption date,
dividends shall cease to accrue on the shares of the Preferred Stock to be
redeemed and the holders of such shares shall cease to be stockholders with
respect to such shares and shall have no interest in or claims against the
Company by virtue thereof but shall have a claim against the Company as a
general creditor of the Company due in respect of the shares to be so redeemed
plus interest as hereafter provided. If the Company shall fail to pay the Call
Price in accordance with this paragraph (c), holders of the shares of the
Preferred Stock to be redeemed shall be entitled to receive interest at a rate
of eleven percent (11%) per annum from the date fixed for redemption up to and
including the date of payment.
(d) If the Company shall have failed to pay the Call Price
with respect to any shares of the Preferred Stock at the time such Call Price
shall be due and payable, the Company shall not declare or pay any dividend on
Junior Shares or make any payment on account of, or set apart money for a
sinking or other analogous fund for, the purchase, redemption or other
retirement of, any Junior Shares or make any distribution in respect thereof,
either directly or indirectly and whether in cash or property or in obligations
or shares of the Company (other than in Junior Shares).
5. Reacquired Shares. All shares of the Preferred Stock which are at
any time redeemed pursuant to Section 3 or Section 4 and all shares of the
Preferred Stock which are otherwise reacquired by the Company and subsequently
canceled by the Board of Directors of the Company shall have the status of
authorized but unissued preferred stock, without designation as to series,
subject to reissuance by the Board of Directors of the Company as Junior Shares.
6. Voting Rights. The holders of the Preferred Stock shall have no
voting rights, except
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for those voting rights set forth in the Stockholder Agreement and those
provided by law or in the Articles of Incorporation of the Company.
7. No Preemptive Rights. The holders of shares of the Preferred Stock shall
have no preemptive rights.
8. Certain Definitions. As used in this Certificate, the following terms
shall have the following respective meanings:
"Available Funds" shall mean any funds legally available for the payment
of dividends and interest accrued with respect to shares of the Preferred Stock
or for the payment of the Redemption Price or Call Price of shares of the
Preferred Stock.
"Change of Control" shall mean that any person or group of persons
(within the meaning of Rule 13d-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended) other than the
"Investors" and "Investor Affiliates," as such terms are defined in the Purchase
Agreement, shall have acquired beneficial ownership (within the meaning of such
Rule 13d-3) of 45% or more of the common stock of the Company, or such Investors
and Investor Affiliates shall cease to be the beneficial owner of at least 45%
of the common stock of the Company.
"Junior Shares" shall mean any shares of any series or class of capital
stock of the Company, other than the Preferred Stock.
"Purchase Agreement" shall mean the Note, Warrant and Preferred Stock
Purchase Agreement dated on or about July 23, 1996 by and among the Company,
Hanifen Imhoff Mezzanine Fund, L.P. and National City Capital Corporation, as it
may be amended from time to time.
"Stockholder Agreement" shall mean the Stockholder Agreement by and
among the Company and the stockholders of the Company dated on or about July 23,
1996, as it may be amended from time to time.
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