Sale Transaction means the sale of all or a majority of the Membership Interests in respect of Common Units and Profits Units by the Members to a third party (that is not a Member or an Affiliate thereof) or the sale by the Company to a third party (that is not a Member or an Affiliate thereof) of all or substantially all of the Companys and its Subsidiaries assets (determined on a consolidated basis based on value) (including by means of merger, consolidation, other business combination, exclusive license, share exchange or other reorganization).
Sale Transaction Percentage is defined in Section 10.05(a).
Second Amendment Date means the effective date of Amendment No. 2 to this Agreement.
Second Lien Credit Agreement means the Second Lien Credit Agreement, dated as of August 18, 2016, by and among VGD Merger Sub, LLC, UFC Holdings, LLC, the Borrower (as defined therein), Holdings (as defined therein), the Lenders party thereto (as defined therein), Deutsche Bank AG New York Branch, as, inter alia, Administrative Agent (as defined therein), Goldman Sachs Bank USA, as Syndication Agent (as defined therein), and Deutsche Bank Securities Inc., Barclays Bank PLC, Credit Suisse Securities (USA) LLC and KKR Capital Markets LLC, as Co-Documentation Agents (as defined therein), including all exhibits, annexes and schedules thereto, as amended, supplemented, modified, restated or replaced from time to time.
Securities means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as securities or any certificates of interest, shares or participations in temporary or interim certificates for purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.
Securities Act means the United States Securities Act of 1933 and the rules and regulations thereunder.
Senior Equity is defined in Annex A.
SL Member means, collectively, SLP IV Basquiat Feeder II, L.P, a Delaware limited partnership, Silver Lake Partners IV DE (AIV III), L.P., a Delaware limited partnership, Silver Lake Technology Investors IV, L.P., a Delaware limited partnership and any Permitted Transferee thereof that is a Related Person of the SL Member. Whenever any consent, approval, waiver or notice is to be given under this Agreement by the SL Member, such consent, approval, waiver or notice shall be given by Silver Lake Group, L.L.C. or any other SL Member designated from time to time by Silver Lake Group, L.L.C.
Specified Covenants is defined in Section 12.02(a).