Holdback Date means with respect to any Employee Member, the earlier of (i) death and (ii) first anniversary of Termination of Service; provided, that such Employee Member complies with all restrictive covenants to which he or she is subject for the benefit of the Company or any of its Affiliates.
Indebtedness means (i) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (ii) amounts owing as deferred purchase price for property or services, including all seller notes and earn out payments, and purchase price adjustment payments and non-competition payments in connection with any merger and/or acquisition transactions, (iii) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, (iv) obligations under any interest rate, currency or other hedging agreement and (v) obligations under any performance bond, letter of credit, bankers acceptance or similar credit instrument.
IPO means the initial underwritten public offering of PubCo.
Law means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person or its assets, in each case, as amended unless expressly specified otherwise.
Liquidation means a liquidation or winding up of the Company.
Manager means PubCo, in its capacity as the managing member of the Company.
Managing Member means (i) Manager so long as Manager has not withdrawn as the Managing Member pursuant to Section 6.02 and (ii) any successor thereof appointed as Managing Member in accordance with Section 6.02.
Member means any Person named as a Member of the Company on Schedule A and the books and records of the Company, as the same may be amended from time to time to reflect any Person admitted as an Additional Member or a Substitute Member, for so long as such Person continues to be a Member of the Company.
OpCo Common Unit means a Common Unit (as defined in the OpCo LLC Agreement).
OpCo LLC Agreement means that certain Third Amended and Restated Limited Liability Company Agreement of OpCo, dated as of the date hereof (as may be amended, supplemented, modified or restated from time to time).
Parent means, with respect to any Person, any other Person that directly or indirectly owns any equity or voting interest in the first specified Person.
Percentage Interest means, with respect to any Member, a fractional amount, expressed as a percentage: (i) the numerator of which is the aggregate number of vested Units owned of record thereby and (ii) the denominator of which is the aggregate number of vested Units issued and outstanding. The sum of the outstanding Percentage Interests of all Members shall at all times equal 100%. For the avoidance of doubt, each Unit that is issued without being subject to any vesting requirements shall at all times be deemed to be a vested Unit for purposes of this definition.