Credit Agreement means the [●].
Designated Director means each director designee of the Sponsor Group who need not satisfy the requirements to qualify as an Independent Director.
Equity-based Security means capital stock (including a new class of common stock of the Company other than Common Stock), any preferred stock or any other equity-like or hybrid securities (including debt securities with equity components), including options, warrants, convertibles, exchangeable or exercisable securities, stock appreciation rights or any other security or arrangement whose economic value is derived from the value of the equity of the Company or any of its subsidiaries.
Exchange Act means the U.S. Securities Exchange Act of 1934, as amended and in effect from time to time, and any successor statute, and the applicable rules and regulations promulgated thereunder.
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.
Governmental Entity means any foreign, federal or local government, or regulatory or enforcement authority of any such government or any court, administrative agency or commission or other authority or instrumentality of any such government.
Indebtedness has the meaning given to Indebtedness or the equivalent term as set forth in the Credit Agreement.
Independent Director means a director that satisfies both (a) the requirements to qualify as an independent director under the stock exchange rules of the stock exchange on which the Common Stock are then-currently listed and (b) the independence criteria set forth in Rule 10A-3 under the Exchange Act, as amended from time to time.
IPO means the Companys initial public offering of Common Stock.
IPO Closing means the closing of the IPO.
Law means any applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or other legally binding requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.
Necessary Action means, with respect to a specified result, all actions, to the fullest extent permitted by applicable law, necessary to cause such result, including, (i) voting or providing a written consent or proxy with respect to the Common Stock, (ii) causing the adoption of any necessary resolutions or amendments to organizational documents of the Company, (iii) executing agreements and instruments and (iv) making,