Governmental Entity means any court, administrative agency, regulatory body, commission, or other governmental authority, board, bureau, or instrumentality, domestic or foreign, and any subdivision thereof.
Insignia means Insignia QL Holdings, LLC, a Delaware limited liability company, and Insignia A QL Holdings, LLC, a Delaware limited liability company.
Intermediate Holdco is defined in the preamble.
IPO means the initial public offering of shares of Pubcos Class A Common Stock.
Liens means any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements, or other restrictions on title or transfer of any nature whatsoever.
LLC Agreement means the Fourth Amended and Restated Limited Liability Company Agreement of the Company dated as of the date hereof.
Lock-Up Period means the 180-day period commencing with the pricing of the IPO.
Notice is defined in Section 4.02.
Permitted Transferee is defined in the LLC Agreement.
Person means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity, and any government or agency or political subdivision thereof.
Registration Rights Agreement means the Registration Rights Agreement dated as of the date hereof by and among Pubco, the Class B-1 Members and the other parties thereto.
Restricted Class A Common Stock is defined in Section 3.01.
Securities Act means the U.S. Securities Act of 1933, as amended.
Stock Consideration means, with respect to any applicable Exchange, a number of shares of Class A Common Stock equal to the product of (x) the number of Class B-1 Units being Exchanged and (y) the Exchange Rate in effect at the applicable Closing.
Stockholders Agreement means the Stockholders Agreement dated as of the date hereof by and among Pubco, WTM, Insignia and the Founders.
Successors is defined in Section 4.13.
Tax Receivables Agreement means the Tax Receivables Agreement dated as of the date hereof by and among Pubco, the Company, White Mountains Insurance Group, Ltd. and the Class B-1 Members.
Trading Day means a day on which the principal U.S. securities exchange on which the Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).
WTM means White Mountains Investments (Luxembourg) S.à r.l, a Luxembourg private limited company (société à responsabilité limitée).