Common Stock means the common stock, par value $0.001 per share, of the Company, including Class A Common Stock and Class B Common Stock, and any other shares of stock issued or issuable with respect to the common stock of the Company (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization or other similar event).
Company has the meaning set forth in the Preamble and includes the Companys successors by merger, acquisition, reorganization or otherwise.
Controlling Person has the meaning set forth in Section 11(a).
Covered Person has the meaning set forth in Section 11(a).
Demand Registration has the meaning set forth in Section 2(a).
Demand Registration Request has the meaning set forth in Section 2(a).
Equity Securities means shares of Common Stock, shares of any other class of common or preferred stock of the Company and any options, warrants, rights or securities of the Company convertible into or exchangeable for common or preferred stock of the Company.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated under the Securities Exchange Act of 1934.
Executive Officer has the meaning as set forth in Rule 16a-1(f) or any successor rule, as promulgated by the SEC under the Exchange Act.
Executive Officer Permitted Transferee means, with respect to any Executive Officer, (i) any executor, administrator or testamentary trustee of that Executive Officers estate if that Executive Officer dies, (ii) any Person receiving Common Stock of that Executive Officer by will, intestacy laws or the laws of descent or survivorship, or (iii) any trustee (so long as the trustee agrees to be bound by the terms of Section 10 as though the trustee were an Executive Officer) of a trust (including an inter vivos trust) of which there are no principal beneficiaries other than that Executive Officer or one or more Family Members of that Executive Officer.
Family Member means, with respect to any Person who is an individual, any spouse or lineal descendants, including adoptive relationships.
Governmental Entity means any United States or foreign (i) federal, state, local, municipal or other government, (ii) governmental or quasi-governmental entity of any nature (including, without limitation, any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, including, without limitation, any arbitral tribunal.
Holder means Ares, OTPP, the Other Stockholders and any direct or indirect transferee of Ares, OTPP or the Other Stockholders that has become a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached as Exhibit A, in each case to the extent such Person is a holder or beneficial owner of Registrable Securities.