(b) Affiliate Agreements shall mean the following agreements (as amended, restated, supplemented or modified from time to time) to which Securityholder or any of its Affiliates are a party: (a) the Investment Agreement and (b) any other Contract to which Securityholder or any of its Affiliates is a party in its capacity as an equityholder of, or lender to, the Company (other than the Indenture or the Convertible Notes) (and excluding, for the avoidance of doubt, any nondisclosure agreement between the Company and Securityholder or its Affiliates and any director indemnification agreement between the Company and a director designee of Securityholder or its Affiliates).
(c) Convertible Notes shall mean those certain 5.75% Convertible Senior Notes Due 2023, as governed by an Indenture, dated December 8, 2017, between the Company and U.S. Bank National Association, as Trustee thereunder, as such Indenture was further amended on April 22, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the Indenture).
(d) Covered Securities shall mean (i) all equity securities and equity interests of the Company (including Common Stock and any equity securities convertible into or exercisable or exchangeable for Common Stock) owned (beneficially or of record) by Securityholder as of the date hereof and (ii) all additional equity securities and equity interests of the Company (including Common Stock and any equity securities convertible into or exercisable or exchangeable for Common Stock) owned (beneficially or of record) of which Securityholder acquires beneficial or record ownership during the Voting Period (including by way of bonus issue, share dividend or distribution, sub-division, recapitalization, consolidation, exchange of shares and the like). For the avoidance of doubt, this definition of Covered Securities shall include the Convertible Notes.
(e) Expiration Date shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated in accordance with its terms; and (ii) the Effective Time.
(g) Investment Agreement shall mean that certain Investment Agreement, dated November 8, 2017, by and among the Company and Silver Lake Alpine, L.P. (f/k/a Silver Lake Credit Partners, L.P.) and Silver Lake Group, L.L.C., as amended, restated, supplemented or otherwise modified from time to time.
(h) Securityholder shall be deemed to Own, be the Owner of, or to have acquired Ownership of, a security if Securityholder: (i) is the record owner of such security; or (ii) is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of such security.
(i) A Person shall be deemed to have effected a Transfer of a security if such Person directly or indirectly: (i) sells, assigns, offers to sell, pledges, encumbers, grants an option with respect to, transfers or disposes of such security (by operation of law or otherwise), or any interest in such security, to any Person other than Parent or Merger Sub or the Company; (ii) enters into an agreement or commitment (whether or not in writing) to sell, assign, pledge, encumber, grant of an option to purchase with respect to, transfer or dispose of such security or any interest therein to any Person other than Parent or Merger Sub or the Company; or (iii) reduces such Persons beneficial ownership of, interest in or risk relating to such security.
(j) Voting Period shall mean the period commencing on (and including) the date of this Agreement and ending on (and including) the Expiration Date.
SECTION 2. TRANSFER OF COVERED SECURITIES AND VOTING RIGHTS
2.1 Restriction on Transfer of Covered Securities. Subject to Section 2.3, during the Voting Period, Securityholder shall not, directly or indirectly, cause or permit any Transfer of any of the Covered Securities to be effected. Without limiting the generality of the foregoing, during the Voting Period, Securityholder shall not tender, agree to tender or permit to be tendered any of the Covered Securities for so long as such Covered Securities are owned (beneficially or of record) by Securityholder in response to or otherwise in connection with any tender or exchange offer.