Definition of Financing. For purposes of this Agreement and the ------------------------- Note included in the Purchaser Securities, the term "Financing" shall have the meaning stated in clause (i)(a) of Recital A to this Agreement, except that all of the following (and all of the proceeds thereof) are hereby expressly excluded from such definition: (a) transactions in the ordinary course of the Company's and its subsidiaries' business; (b) purchase money and lease transactions entered into by the Company or its subsidiaries; (c) transactions entered into by the Company or its subsidiaries on or before December 17, 1999, transactions entered into in furtherance thereof and amendments to the foregoing; (d) the Offering, the Notes and Warrants issued in connection with the Offering, the warrants issued to PMG as contemplated by Section 7 hereof and the proceeds received upon exercise of such Warrants and warrants; (e) options or warrants heretofore or hereafter issued to employees or independent contractors of or advisors to the Company or its subsidiaries and the proceeds received upon exercise thereof; (f) up to $1,075,000 which has been or may be received by the Company in connection with the issuance by the Company of notes and warrants to third parties (the "New Noteholders") pursuant to terms and conditions similar to those contained in this Agreement, the Notes, the Warrants and the Registration Rights Agreement (which New Noteholders, the Purchaser agrees, shall, with respect to repayment of the obligations owing to them under their notes, be entitled to participate with the Purchaser and the other Investors, on a pari-passu basis with the Purchaser and such other Investors, in the security interest contemplated by Section 2.3 of the Note to secure repayment of the obligations owing to such New Noteholders under their notes, and in order and priority of payment) and the proceeds received upon exercise of such warrants; (g) any other future financing transaction(s) hereafter entered into by the Company with third parties (the "Additional Fund Providers"), on any terms, which results in aggregate net proceeds to the Company of up to $2,000,000 (which additional Fund Providers, the Purchaser agrees, shall also, with respect to repayment of the obligations owing to them, be entitled to participate with the Purchaser and the other Investors, on a pari-passu basis with the Purchaser and the other Investors, in the security interest contemplated by Section 2.3 of the Note to secure...
Definition of Financing
