Stock Exchange, as determined by the Board and as an Independent Director under Rule 10A-3 under the Exchange Act and any corresponding requirement of Stock Exchange rules for audit committee members, as well as any other independence requirements of the U.S. securities laws that is then applicable to the Issuer, as determined by the Board.
Initial Public Offering or IPO means the first underwritten Public Offering of the Class A Common Stock of the Issuer.
IPO Price has the meaning set forth in Section 3.5.
Investor Rights Agreement means the amended and restated investor rights agreement, dated as of October 12, 2018, by and among the Issuer, SLP Geology Aggregator, L.P., Francisco Partners IV, L.P., Francisco Partners IV-A, L.P., Spectrum Equity VII, L.P., Spectrum VII Investment Managers Fund, L.P., Spectrum VII Co-Investment Fund, L.P. and Idea Men, LLC (as amended, restated, supplemented or otherwise modified from time to time).
Issuer has the meaning set forth in the Recitals.
Issuer Competitor means any Person that directly competes with the business of the Issuer and its direct and indirect Subsidiaries as of the time of determination.
Joinder Agreement has the meaning set forth in Section 5.1.
Law, with respect to any Person, means (a) all provisions of all laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any governmental authority applicable to such Person or any of its assets or property or to which such Person or any of its assets or property is subject and (b) all judgments, injunctions, orders and decrees of all courts and arbitrators in proceedings or actions in which such Person is a party or by which it or any of its assets or properties is or may be bound or subject.
Notice has the meaning set forth in Section 3.1.
Notice Period has the meaning set forth in Section 3.4.
Permitted Holders has the meaning set forth in the definition of Change in Control.
Permitted Transferee means with respect to any Stockholder, any Person that such Stockholder is permitted to transfer shares of Class B Common Stock to in accordance with the provisions of the Amended and Restated Certificate of Incorporation of the Issuer without such shares automatically converting to Class A Common Stock upon the occurrence of such transfer.
Person means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, limited liability company or any other entity of whatever nature, and shall include any successor (by merger or otherwise) of such entity.
Private Placement mean the issue and sale of Class A Common Stock to SLP Geology Aggregator, L.P. pursuant to that certain Stock Purchase Agreement, dated as of September 13, 2020, by and among GoodRx Holdings, Inc. and SLP Geology Aggregator, L.P.