Seller Parties means the Seller Group, any current, former or future Affiliates thereof and their respective current, former and future officers, directors, employees, equityholders, partners, members, managers, agents, attorneys, representatives, successors and permitted assigns, but excluding, from and after the Closing, the Company and its Subsidiaries.
Solvent has the meaning set forth in Section 4.07.
Stock Consideration means, with respect to each Stockholder, (i) the applicable Closing Stock Payment and (ii) the portion of the Additional Merger Consideration (if any) to which such Stockholder is entitled, in each case, less applicable Tax withholdings.
Stockholder means a holder of shares of Company Stock as of immediately prior to the Effective Time.
Stockholder Materials has the meaning set forth in Section 5.05.
Stockholders Agreement means that certain Stockholders Agreement of the Company, dated as of February 14, 2018, by and among the Company, OCM Drum Investors, L.P., and the other persons party thereto.
Straddle Period has the meaning set forth in Section 6.09(e).
Subsidiary means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.
Surviving Corporation has the meaning set forth in Section 2.01.
Target Working Capital means $63,000,000.00.
Tax and Taxes means any federal, state, local and foreign taxes, charges, fees, levies or other similar assessments imposed by a taxing authority (including income, receipts, ad valorem, value added, excise, real or personal property, sales, occupation, service, stamp, transfer, registration, severance, premium, windfall or excess profits, environmental, customs, duties, use, licensing, withholding, employment, social security, unemployment, disability, payroll, share, capital, surplus, alternative, minimum, add-on minimum, estimated and franchise taxes), and includes any interest, fines, penalties, assessments, deficiencies or additions thereto.
Tax Contest has the meaning set forth in Section 6.09(d).
Tax Return means any return, declaration, report, claim for refund or statement, filed or required to be filed with a taxing authority, relating to Taxes, including any amendment thereof.