Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.
Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of the Company.
Common Stock means the Class A Common Stock and Class B Common Stock, considered as a single class.
Control (including the terms Controls, Controlled by and under common Control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
Fair Market Value means the fair market value that a willing buyer would pay a willing seller for such property, assets or equity interests, as applicable, with neither such buyer nor such seller under any compulsion to transact, using an appropriate and generally accepted valuation method.
Final Independent Director means a director that meets the independence standards of Rule 10A-3 of the Securities Exchange Act of 1934 and the independence standards of any national securities exchange upon which the Class A Common Stock is admitted to trading for membership on the Companys audit committee that has been admitted to the Board upon the approval of a majority of the Sponsor Directors.
Necessary Action means, with respect to a specified result, all actions (to the extent such actions are permitted by applicable law) necessary to cause such result, including (i) voting or providing a written consent or proxy with respect to shares of Common Stock, (ii) causing the adoption of stockholders resolutions and amendments to the organizational documents of the Company, (iii) executing agreements and instruments and (iv) making or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.
Non-Sponsor Independent Director means any member of the Board who, at the time of his or her appointment, met the independence standards of any national securities exchange upon which the Class A Common Stock was admitted to trading and who was not a Sponsor Director.
IPO means the initial public offering of shares of Class A Common Stock by the Company.
Parties means the Company, Pine Brook, Warburg Pincus and Yorktown.
Person means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof or other entity, and also includes any managed investment account.