Material Non-Ordinary Course Transaction shall mean any Potential Transaction that is not disregarded for United States federal income tax purposes and whose face amount exceeds US$100,000,000; but excluding any Reserved Transaction.
MEIP Participant shall mean a participant under a Management Equity Incentive Plan.
Midco shall mean Rainbow Midco Limited, a private limited company incorporated under the laws of Jersey having its registered office at 2nd Floor, Sir Walter Raleigh House, 48-50 Esplanade, St. Helier, Jersey JE2 3QB and with registered company number 131573.
Midco 2 shall mean Rainbow UK Midco 2 Limited, a private limited company incorporated under the laws of England and Wales having its registered office at 11th Floor 200 Aldersgate, London, United Kingdom, EC1A 4HD and with registered company number 12628226.
New Securities shall mean any newly issued Shares or any other Securities of Topco or any other member of the Group.
Novation Deed shall mean the deed of novation between Coty Parent, Coty, Original Coty Seller, UK DivestCo and Bidco dated 11 November 2020, whereby Original Coty Seller novated all its rights, obligations and liabilities under each of the Share Purchase Agreement and the Separation Agreement, among other agreements, to Coty.
Ordinary Shares shall mean the ordinary shares in the capital of Topco, with the rights and subject to restrictions set out in the Articles of Association.
Organisational Documents shall mean the memorandum and articles of association, by-laws or other organisational documents of an entity, as applicable.
Permitted Transfer shall mean (a) a Transfer to a Permitted Transferee in accordance with Clause 5.2(b) or (b) a Transfer pursuant to Clause 5.12.
Permitted Transferee of a Shareholder shall mean (a) any Affiliate of or successor entity to such Shareholder, or (b) in the case of Rainbow Capital only, any investment fund, vehicle, holding company or similar entity for managed accounts with respect to which the Sponsor serves as a general partner, manager or advisor, or any successor entity of the Persons described in this sub-clause (b); provided, however, that in no event shall Topco or any of its Subsidiaries constitute a Permitted Transferee.
Person shall mean a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organisation.
Post-Completion Principal Company shall mean Wella International Operations Switzerland S.à.r.l. or any successor thereto.
Potential Transaction means any of the following in so far as they are described in Board Referral Matters in Schedule C (without regard to any dollar threshold set forth in that schedule): purchase, acquisition, or disposition of shares or assets, any sale, license, transfer, merger, liquidation, contribution, reorganisation, joint venture, or similar action with respect to any shares or assets, any issuance, redemption, IPO (subject to Clause 6.4) or any similar action with respect to shares, or any sale of, transfer of, issuance of, redemption of, payment of, transfer of, or similar transaction with respect to a hybrid instrument that is treated as debt for some purposes and equity for other purposes.
Preference Shares shall mean the A Preference Shares and the B Preference Shares.
Pro Rata Portion shall mean, with respect to any Shareholder Group: (a) in relation to any New Securities of Topco to be issued to a Shareholder in accordance with this Agreement, the Equity Percentage held by such Shareholder Group; and (b) in relation to any ROFO Securities the subject of a ROFO Notice, the Equity Percentage held by such Shareholder Group disregarding the ROFO Transferors Securities for the purposes of the calculation.