management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms controlling and controlled shall have meanings correlative to the foregoing.
1.2 Automatic Registration Statement means an automatic registration statement as defined in Rule 405 under the Securities Act.
1.3 Bain Director means the director designated pursuant to Section 1.2(c) of the Voting Agreement (as defined in the Purchase Agreement).
1.4 BHCA means the Bank Holding Company Act of 1956, and the rules, regulations and interpretations promulgated thereunder, in each case, as amended.
1.5 BHCA Tender means (i) with respect to each Regulated Investor, a BHCA No-Cost Tender and (ii) solely with respect to Goldman, the Goldman Put Right (as defined in the Side Letter (as defined in the Purchase Agreement)).
1.6 Certificate of Incorporation means the Companys Eighth Amended and Restated Certificate of Incorporation, as may be amended and/or restated from time to time.
1.7 Class A Common Stock means shares of the Companys Class A Common Stock, par value $0.0001 per share.
1.8 Class B Common Stock means shares of the Companys Class B Common Stock, par value $0.0001 per share.
1.9 Common Stock means, collectively, shares of Class A Common Stock of the Companys common stock, par value $0.0001 per share and shares of Class B Common Stock of the Companys common stock, par value $0.0001 per share.
1.10 Competitor means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in money transfer and global payments services or product offerings primarily targeted to customers in the higher education, travel, and healthcare industries (such services and product offerings, the Competing Services), but shall not include any financial investment firm (including Goldman and its Affiliates) or collective investment vehicle that, together with its Affiliates, holds less than twenty percent (20%) of the outstanding voting equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the Board of Directors of any Competitor. For the purposes of this Agreement, (i) each of Spark Capital II, L.P., Spark Capital Growth Fund, L.P., Accel London III L.P., Maveron Equity Partners IV, L.P., QED Fund II, LP, Amerigo Innvierte Spain Technologies, FCr, Fomento Para la Innovacion y el Desarrollo Sostenible Tres S.A., Sociedad de Capital Riesgo de Régimen Simplificado, F-Prime Capital Partners Tech Fund LP (F-Prime), Bain Capital Venture Fund 2014, L.P. (Bain), Ossa Investments Pte. Ltd. (Temasek), Eureka Fund (Eureka Fund), Whale Rock Flagship Master Fund, LP, Whale Rock Flagship (AI) Fund LP and Whale Rock Long Opportunities Master Fund, LP. (collectively, Whale Rock) and their respective Affiliates will not be considered a Competitor and (ii) (A) each of (I) Goldman Sachs PSI Global Holdings, LLC (Goldman) and (II) any
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