Independent means an individual who (i) is independent under the listing standards of the Applicable Exchange and under applicable rules of the SEC, (ii) is not an employee, director, general partner, manager or other agent of CLNY or any of its Affiliates, (iii) is not a limited partner, member or other investor in CLNY or any of its Affiliates and (iv) does not have any agreement, arrangement or understanding, written or oral, with CLNY or any of its Affiliates regarding such individuals service on the Board of Directors.
Law means any statute, law, regulation, ordinance, rule, injunction, order, decree, directive, or any similar form of decision of, or determination by, any governmental or self-regulatory authority or securities exchange.
Net Long Position has the meaning set forth in Rule 14e-4 under the Exchange Act.
Other CLNY Funds means, collectively, any other investment funds, vehicles, accounts, products and/or other similar arrangements sponsored, branded, advised and/or managed by CLNY or any of its Affiliates, whether currently in existence or subsequently established, in each case, including any related successor funds, alternative vehicles, supplemental capital vehicles, co-investment vehicles and other entities formed in connection with CLNYs side-by-side or additional general partner investments with respect thereto.
Person means an individual, corporation, partnership, limited liability company, association, trust, or other entity or organization, including any governmental authority.
SEC means the U.S. Securities and Exchange Commission.
Securities means any equity voting securities of the Company.
Securities Act means the Securities Act of 1933 or any successor federal statutes, and the rules and regulations of the SEC thereunder, and in the case of any referenced section of any such statute, rule or regulation, any successor section thereto, collectively and as from time to time amended and in effect.
Shares means all Capital Stock of the Company, including all shares of the Company issued or issuable upon the exercise, conversion or exchange of any securities that are directly or indirectly convertible into, or otherwise exchangeable or exercisable for, shares of Class A Common Stock.
Section 1.2 Other Definitional Provisions. When used in this Agreement, the words hereof, herein, and hereunder, and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to articles and sections, as applicable, in this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the words include, includes, or including are used in this Agreement, they shall be deemed to be followed by the words without limitation. When used in this Agreement, unless the context otherwise requires: (a) or is disjunctive but not exclusive and (b) words in the singular include the plural, and in the plural include the singular.
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