Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.
Free Writing Prospectus means any free writing prospectus as defined in Rule 405 promulgated under the Securities Act.
Governmental Entity means any federal, state, local, municipal or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority (including the New York Stock Exchange and FINRAFinancial Industry Regulatory Authority), instrumentality, agency, commission or body.
Hedging Transaction means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.
Holdback Period has the meaning ascribed to such term in Section 4.5.
Indemnified Party has the meaning ascribed to such term in Section 4.8(c).
Indemnifying Party has the meaning ascribed to such term in Section 4.8(c).
Law means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, order, award, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.
Liability has the meaning ascribed to such term in Section 4.8(a).
Lock-Up Period has the meaning ascribed to such term in Section 3.1.
Market Disruption Event means, with respect to any date, (a) the failure of the New York Stock Exchange to open for trading during its regular trading session on such date; or (b) the occurrence or existence, for more than one half hour period in the aggregate during the regular trading session, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.
Permitted Transaction means any pledge of any Equity Securities (including the Shares) to comply with any customary collateral requirements under any current or future bona fide financing arrangements for borrowed money.
Person means an association, a corporation, an individual, a partnership, a joint venture, a limited liability company, an estate, a trust or any other entity or organization, including a governmental authority, a group (with the meaning of Section 13(d)(3) of the Exchange Act), or an entity within the meaning of Treasury Regulation Section 1.382-3 (including any group of Persons treated as a single entity under such regulation).
Piggyback Takedown has the meaning ascribed to such term in Section 4.4(a).
Prospectus means the prospectus related to any Registration Statement (whether preliminary or final or any prospectus supplement, including, without limitation, a prospectus or prospectus supplement that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 415, 424, 430A, 430B or 430C under the Securities Act, as amended or supplemented by any amendment or prospectus supplement), including post-effective amendments, and all materials incorporated by reference in such prospectus.