Covered Person means a current or former Partner, an Affiliate of a current or former Partner, any officer, director, shareholder, partner, member, employee, representative or agent of a current or former Partner or any of their respective Affiliates, or any current or former officer, employee or agent of the Partnership or any of its Affiliates.
Disabling Conduct means, in respect of any Person, an act or omission (a) that is a criminal act by such Person that such Person had no reasonable cause to believe was lawful or (b) that constitutes fraud or willful misconduct by such Person.
Exchange Act means the U.S. Securities Exchange Act of 1934, as amended.
Exchange Agreement means the exchange agreement, dated as of or about the date hereof, by and among C&M Inc., the Partnership, the holders of Partnership Interests and shares of Class B Common Stock party thereto and any other person from time to time a party thereto, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.
Exchange Transaction means an exchange of an LP Partnership Interest for a number of shares of Class A Common Stock or, at the determination of the General Partner, acting by a majority of the disinterested members of its board of directors in accordance with Delaware General Corporation Law, a cash payment, in each case pursuant to, and subject to the conditions of, the Exchange Agreement.
Former Limited Partner Tax Receivable Agreement means the Tax Receivable Agreement, dated on or about the date hereof, by and among the General Partner, the Partnership and certain stockholders of the General Partner, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.
General Partner has the meanings set forth in the preamble to this Agreement and includes any Person(s) admitted as additional or substitute General Partner(s) of the Partnership pursuant to this Agreement and in accordance with the Act.
GP Partnership Interests has the meaning set forth in Section 2.1(a).
Indemnification Agreement means the Indemnification Agreement, dated August 1, 2017, by and among the Prior General Partners, Core & Main LP and the other parties thereto, as modified by that certain letter agreement, dated as of August 5, 2019, by and among the Partnership, Core & Main Midco, LLC, Core & Main Intermediate GP, LLC, Core & Main LP, Clayton, Dubilier & Rice, LLC and the other parties thereto.
Intermediate Partner has the meaning set forth in the preamble to this Agreement.
IPO has the meaning set forth in the recitals to this Agreement.