b. Certificate of Incorporation means the Second Amended and Restated Certificate of Incorporation of the Company, as amended as of the date hereof and after giving effect to the filing of the Series B Certificate of Designations.
c. Closing Per Share Price means the quotient of (a) the aggregate Liquidation Preference of the 1,000,000 shares of the Series A Preferred Stock to be repurchased by the Company pursuant to this Agreement, plus all accrued and unpaid dividends on such 1,000,000 shares of the Series A Preferred Stock through the Closing Date, divided by (b) 1,000,000.
d. Common Stock means the Companys Common Stock, par value $0.01 per share.
e. DTC means the Depository Trust Company or any successor thereto.
f. DWAC means a deposit/withdrawal at custodian.
g. Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
h. Governmental Entity means any: (i) federal, state, local, municipal, foreign or other government; (ii) governmental, quasi-governmental, supranational or regulatory authority (including any governmental division, department, agency, commission, instrumentality, organization, unit or body and any court or other tribunal); or (iii) self-regulatory organization (including the New York Stock Exchange).
i. Law means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).
j. Lien means any lien, charge, pledge, mortgage, easement, hypothecation, usufruct, deed of trust, security interest, claim or other encumbrance, other than, in each case, restrictions on transfer arising solely under applicable federal and state securities Laws.
k. Liquidation Preference means the Liquidation Preference of the Series A Preferred Stock as such term is defined in the Certificate of Incorporation.
l. Order means any judgment, order, decision, writ, injunction, decree, stipulation or legal or arbitration award of, or promulgated or issued by, any Governmental Entity.
m. Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
n. Registration Rights Agreement means that certain Registration Rights Agreement, dated as of November 15, 2016, between the Company, the Holders and Southeastern.