Coordination Agreement means that certain Coordination Agreement, dated on or about the date hereof, by and among the BSMH Investor and the GGC Investor
Exchange Act means the Securities Exchange Act of 1934.
GGC has the meaning set forth in the Preamble.
GGC Investor means, collectively, GGC, together with its Permitted Transferees that hold Company Shares and agrees to the provisions of Section 3.2 hereof.
Independent Director means a director of the Company who qualifies as independent for purposes of serving on the Board under the rules of the Nasdaq Global Market (the Exchange).
Necessary Action means, with respect to a specified result, all actions reasonably necessary to cause such result through the exercise of rights attaching to Common Stock or LLC Units then held by a Stockholder, including (i) voting or providing a written consent or proxy with respect to the Company Shares, including in respect of the adoption of stockholders resolutions and amendments to the organizational documents of the Company, and (ii) executing written consents in respect thereof.
Permitted Transferees means, with respect to any Stockholder, (i) such Persons as each Principal Stockholder then party to this Agreement approves in writing and (ii) any Affiliate of such Stockholder.
Person means any individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization or government or any agency or political subdivision thereof.
Principal Stockholder means each of the BSMH Investor and the GGC Investor.
Representative means, with respect to any Person, any director, manager, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.
SEC means the U.S. Securities and Exchange Commission.
Share Exchange means a share exchange involving more than 50% of the shares of the Common Stock; provided that a redemption or exchange of Class B Common Stock (together with LLC Units) for Class A Common Stock effected in accordance with Section 9.01 of the Operating Agreement shall not constitute a Share Exchange for purposes of this Agreement.
Subsidiary means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled,