Person means an individual, corporation, partnership, limited liability company, association, trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization, including a governmental entity.
Portfolio Company means, with respect to any Person, a portfolio company (as such term is customarily used among institutional investors), or any entity controlled by any portfolio company, of such Person or one of its Affiliates.
Principal Exchange means each of The New York Stock Exchange, The NASDAQ Global Market and The NASDAQ Global Select Market (or any of their respective successors).
Registration Rights Agreement means the registration rights agreement, dated the Issue Date, by and among the Company, the Holder and the other equity holders of the Company party thereto, as amended from time to time in accordance with the terms thereof.
Qualified IPO has the meaning assigned to such term in the Stockholders Agreement.
Series A Purchase Agreement means the Series A Securities Purchase Agreement, dated the Issue Date, by and among the Company, the Holder and the other purchasers thereto.
Series A Certificate of Designations means the Series A Certificate of Designations of Vail Holdco Corp, dated the Issue Date, as amended from time to time in accordance with the terms thereof.
Stockholders Agreement means the Stockholders Agreement, dated the Issue Date, by and among the Company and certain stockholders of the Company from time to time party thereto, as amended from time to time in accordance with the terms thereof.
Sponsor means New Mountain Partners III Cayman (AIV-B), L.P. and any of its Affiliates, and funds or partnerships managed or advised by any of them or any of their respective Affiliates but not including, however, any portfolio company of any of the foregoing.
Stock Option Plan means the Vail Holdco Corp Equity Incentive Plan or any other equity incentive plan adopted by the Company.
Transfer means to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of this Warrant.
Transfer Agent means American Stock Transfer & Trust Company, LLC, or any successor transfer agent appointed by the Company.
U.S. means the United States of America.
Valuation Day means, with respect to any determination of Fair Market Value pursuant to clause (i) of the definition thereof, each trading day included in the applicable Valuation Period.
Valuation Period means, with respect to any determination of Fair Market Value pursuant to clause (i) of the definition thereof, the ten (10) consecutive trading days immediately preceding the day as of which Fair Market Value is being determined.