Roney Investors means the Patrick A. Roney and Laura G. Roney Trust and Sean Roney.
Roney Nominee is defined in Section 2.2(a).
Roney Representative means Patrick A. Roney or, if he is not then living or is then incapcitated, the trustee of the Rudd Investor that owns a plurality of the total Common Shares then held by the Rudd Investors.
Rudd Investors means Marital Trust D under the Leslie G. Rudd Living Trust U/A/D 3/31/1999, as amended, the SLR Non-Exempt Trust U/A/D 4/21/2018 and the Rudd Foundation.
S-3 Eligibility Date is defined in Section 4.2(a).
Sebastiani Investors means Sonoma Brands II, L.P., Sonoma Brands II Select, L.P., and Sonoma Brands VWE Co-Invest, L.P.
SEC Guidance is defined in Section 4.2(c).
Selling Investor means a holder of Registrable Securities requested to be Registered pursuant to this Agreement.
Specified Investors means the Investors other than the Fund Investor.
Sponsor is defined in the Preamble.
Sponsor Director Designation Period is defined in Section 2.3(c).
Sponsor Nominee means any individual designated by Sponsor for inclusion by Parent and the Parent Board, acting through the Nominating Committee, in the slate of nominees recommended to the Parent Shareholders for election as directors at any annual or special meeting of the Shareholders at which directors of Parent are to be elected.
Transaction Agreement is defined in the Recitals.
Transaction Common Shares is defined in Section 1.1.
Transfer means to (a) sell, offer to sell, contract or agree to sell, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Exchange Act with respect to any Common Shares, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b), but not a transfer of an equity interest in an Investor that is an entity.