the foregoing, and (ii) any shares or units of such security that are referenced in any total return swap contracts or similar financial instruments or transactions, whether or not cash-settled, that are owned of record or beneficially by such Person. Beneficially Own, Beneficially Owns, Beneficially Owned, Beneficially Owning and Beneficial Owner shall have correlative meanings. For purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates.
Board means the board of the directors of the Company.
BREC Charter means the charter of the Business Review and Evaluation Committee, a form of which is attached as Exhibit A to this Agreement.
BREC Period means the period commencing on the date of the transactions contemplated by this Agreement are publicly announced by the Company and continuing until the later of such time that (i) the Board formally determines to not proceed with the Business Review and Evaluation Committees recommendations and (ii) the Company consummates the strategic actions and alternatives recommended by the Business Review and Evaluation Committee as are approved by the Board; provided, that, for the avoidance of doubt, in no event shall the BREC Period end prior to the occurrence of the Investor Day (as defined in the BREC Charter) absent agreement of Investor and the Company.
Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York or the State of Texas are authorized or required by Law or other governmental action to close.
Contract means any agreement, contract or instrument, including any loan, note, bond, mortgage, indenture, guarantee, deed of trust, license, franchise, commitment, lease, franchise agreement, letter of intent, memorandum of understanding or other obligation, and any amendments thereto, whether written or oral.
Control means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Securities or by Contract or agency or otherwise. Controlled has a correlative meaning.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Governmental Entity means any (a) national, federal, state, provincial, county, municipal or local governmental or quasi-governmental instrumentality, whether foreign or domestic, (b) political subdivision of any of the foregoing, and (c) entity, authority, agency, ministry board, commission, department, court, tribunal, bureau or similar body exercising any legislative, judicial, regulatory or administrative authority, including any arbitrator or arbitration body, commission or tribunal established to perform any such function or of applicable jurisdiction.
Law means any law (statutory or common), statute, regulation, rule, code or ordinance enacted, adopted, issued or promulgated by any Governmental Entity.