1.1.4 Common Stock shall mean the Class A common stock and Class B common stock of the Company.
1.1.5 Convertible Notes shall mean those certain convertible notes issued to each of L Catterton, Pamplona and Watterson pursuant to the Omnibus Agreement, as they may, from time to time, be divided into further multiple notes, and as amended, modified or supplemented in accordance with such convertible notes.
1.1.6 Convertible Notes Registration Rights Holders shall mean, as of any date, the holders of the Convertible Notes or any shares of Equity Securities obtained upon the conversion or exchange of the Convertible Notes.
1.1.7 Equity Securities shall mean, with respect to any Person, any (a) shares of capital stock, partnership or joint venture interest, membership interest, limited liability company interest, beneficial interest in a trust, or similar security or equity interest, voting security or other ownership interests in such Person, (b) security, debt instrument or other interest directly or indirectly convertible into or exercisable or exchangeable for (with or without consideration) any of the foregoing or (c) option, warrant, call, subscription, phantom right, interest appreciation right, performance unit, profits interest or other right, convertible, exercisable or exchangeable securities, contracts or commitments of any character obligating such Person to issue, transfer, deliver or sell any of the foregoing or securities convertible into or, exercisable or exchangeable for any of the foregoing.
1.1.8 Equivalent Shares shall mean as to any outstanding Options, the maximum number of shares of Common Stock for which or into which such Options may at the time be exercised or converted.
1.1.9 Exchange Act shall mean Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as from time to time in effect.
1.1.10 Gay Investors shall mean BG, BG II and any Permitted Transferees thereof which, from time to time, acquire Securities and becomes party to this Agreement by executing and delivering to the Company an instrument in form satisfactory to the Company pursuant to which such Persons agree to be bound by the terms of this Agreement to the same extent as BG and BG II.
1.1.11 Gay Majority Holders shall mean, as of any date, the holders of a majority of the Gay Securities outstanding on such date.
1.1.12 Gay Securities shall mean (a) all shares of Common Stock issued to, purchased by or held by, directly or indirectly (for the avoidance of doubt, including such shares held by the LLC for the benefit of any Gay Investor), any Gay Investor, whenever issued, including, without limitation, all shares of Common Stock issued pursuant to the exercise or conversion of any Options; (b) all Options granted or issued to any Gay Investor (treating such Options as a number of shares of Common Stock equal to the number of Equivalent Shares represented by such Options for all purposes of this Agreement); and (c) all securities into which any such shares or Options are converted or exchanged; provided that Gay Securities shall not include any shares of Common Stock, Options or other securities that are not held by a Gay Investor at the relevant time; and provided, further, that Gay Securities Transferred shall in the hands of the recipient not constitute Gay Securities for any purpose of this Agreement.
1.1.13 Immediate Family shall mean, with respect to any individual, each spouse, parent, brother, sister or child of such individual, each spouse of any such Person, each child of any of the aforementioned Persons, each trust created solely for the benefit of one or more of the aforementioned Persons and each custodian or guardian of any property of one or more of the aforementioned Persons in his capacity as such custodian or guardian.