Holder means any Person holding shares of Common Stock of the Company.
Law means any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority and any order or decision of an applicable arbitrator or arbitration panel.
Merger Agreement means the Agreement and Plan of Merger, dated as of September 6, 2017, by and among the Company, Rackspace Technology Global, Inc. (f.k.a Rackspace Hosting, Inc.), Datapipe, Drake Merger Sub I, Inc., Drake Merger Sub II, LLC, Inception Intermediate, Inc., Inception Parent, Inc., Datapipe Parent, Inc., and, solely with respect to Section 7.13 and Section 11.18 thereof, the Key Stockholders (as defined therein), as the same may be amended, supplemented or otherwise modified from time to time.
Percentage Interest means, with respect to any Holder at any time, the percentage reflecting the share of such Holders economic interest in the aggregate issued and outstanding Company Group Equity Securities.
Permitted Transferee means, with respect to the ABRY Investors, any Affiliate of the ABRY Investors that is not a competitor of the Company or any of its Subsidiaries; provided, that in no event shall (x) a portfolio company in which the ABRY Investors or any of their respective Affiliates has made direct or indirect debt or equity investment (and vice versa), (y) any Holder (other than the Sponsor Fund) or (z) any investment fund or vehicle or account managed or advised by an Affiliate of the ABRY Investors (or any successor thereto) that is organized for the purpose of co-investing or syndicating the ABRY Investors direct or indirect interest in Company Group Equity Securities to third parties alongside the ABRY Investors be deemed a Permitted Transferee. With respect to any other Holder, Permitted Transferee means any Affiliate that is not a competitor of the Company or any of its Subsidiaries.
Person means any individual, corporation (including any non-profit corporation), limited liability company, joint stock company, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, firm, Governmental Authority or other enterprise, association, organization or entity of any kind, whether domestic or foreign.
Representative means, with respect to any Person, the investors, financing sources, partners, employees, officers, directors, managers, consultants and representatives of such Person.
Rollover Agreement means the Rollover Agreement, dated as of November 3, 2016, by and among Inception TopCo, Inc. and ACE.
SEC means the U.S. Securities and Exchange Commission or any successor agency.
Securities Act means the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder.
Sponsor Fund Confidential Information means any confidential and proprietary information, documents and materials of the Sponsor Fund and its Subsidiaries and all of the foregoings respective investors, financing sources, partners, employees, officers, directors, managers, consultants, representatives, analyses, models, securities positions, purchases, sales, investments, activities, business, affairs or other transactions or matters, in each case that are provided by or on behalf of the Sponsor Fund.