Exchange Agreement means the Exchange Agreement, dated as of July 22, 2021 (as amended and in effect from time to time), by and among the Company, Core & Main Holdings, LP, CD&R Waterworks Holdings, LLC and Core & Main Management Feeder, LLC.
FINRA means the Financial Industry Regulatory Authority.
Free Writing Prospectus has the meaning given to such term in Section 4(a).
Holdback Period means, with respect to a registered offering covered by this Agreement, 90 calendar days after and during the 10 calendar days before the effective date of the related Registration Statement or, in the case of a takedown from a Shelf Registration Statement, 90 calendar days after the date of the Prospectus supplement filed with the SEC in connection with such takedown and during such prior period (not to exceed 10 calendar days) as the Company has given reasonable written notice to the Holders, or such shorter period as may be agreed to by the managing underwriter(s).
Holder means any of (i) the CD&R Investors, (ii) any other Person entitled to incidental or piggyback registration rights hereunder upon entering into a joinder agreement substantially in the form of Exhibit A hereto or (iii) any direct or indirect transferee of a Holder who has acquired Registrable Securities from a Holder and who has entered into a joinder agreement substantially in the form of Exhibit A hereto, in each case so long as such Person continues to hold any Registrable Securities.
Indemnified Party has the meaning given to such term in Section 5(c).
Indemnifying Party has the meaning given to such term in Section 5(c).
Indemnitors has the meaning given to such term in Section 5(h).
IPO has the meaning given to such term in the Recitals.
Losses has the meaning given to such term in Section 5(a).
Paired Interest has the meaning given to such term in the Exchange Agreement.
Parties means the parties to this Agreement.
Person means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or any department or agency thereof or any other entity.
Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, relating to Registrable Securities, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.