IPO means the Companys underwritten public offering of Class A Common Stock that results in the shares of Class A Common Stock that are sold in such public offering being listed on the New York Stock Exchange, the NASDAQ Stock Market or any other securities exchange.
Law means any law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by any government entity, quasi-governmental entities or self-regulatory organization exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government or by any stock exchange authority.
Material Subsidiary means each Significant Subsidiary of the Company, as defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act.
Notified Sponsor has the meaning set forth in Section 5.02.
Notifying Sponsor has the meaning set forth in Section 5.02.
OTPP has the meaning set forth in the preamble.
Permitted Holder means any of: (a) the Sponsors and any of their Affiliates; (b) funds or partnerships managed or advised by either of the Sponsors and any of their Affiliates (but not including any of their portfolio companies); (c) the Sponsor Designees; (d) family members or trusts of any person listed in clauses (a) and (c); and (e) any person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any of the persons listed in clauses (a), (c) and (d) so long as the persons described in clauses (a), (c) and (d) form the majority in interest of any group formed in accordance with this clause (e).
Permitted Transferee shall mean any Affiliate of Ares or OTPP, as the case may be. Any Permitted Transferee of Ares shall be bound by the terms of this Agreement and treated as Ares for all purposes of this Agreement. Any Permitted Transferee of OTPP shall also be bound by the terms of this Agreement and treated as OTPP for all purposes of this Agreement.
Person means an individual, a corporation, a general or limited partnership, a limited liability company, a joint stock company, an association, a trust or any other entity or organization, including a government, a political subdivision or an agency or instrumentality of such government.
Private Block Transfer means a Transfer of shares of Common Stock pursuant to Sections 4(a)(i) or 4(d) of the Securities Act or pursuant to any other exemption (other than Rule 144) under the Securities Act.
Related Person with respect to any Person means: (a) an Affiliate of such Person; (b) any investment manager, investment advisor or general partner of such Person; (c) any investment fund, investment account or investment entity whose investment manager, investment advisor or general partner is such Person or a Related Person of such Person; and (d) any equity investor, partner, member or manager of such Person. Notwithstanding the previous sentence, no Person shall be deemed an Affiliate of another Person solely by virtue of the fact that both Persons own shares of the Capital Stock of the Company.