Committee Majority means Committee Members representing more than 50% of the Voting Power held by all Committee Members.
Committee Member means a member of the Class B Committee.
Common Stock has the meaning set forth in the recitals.
Company has the meaning set forth in the preamble and includes its successors.
Company Shares means, as of any date of determination, (i) all outstanding shares of Common Stock, (ii) all shares of Common Stock issuable upon exercise, conversion or exchange of any option, warrant or convertible security (including Class B or Class B2 Units), (iii) all shares of Common Stock directly or indirectly issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of unit or stock dividend or unit or stock split, or in connection with a combination of units or shares, recapitalization, merger, consolidation or other reorganization; and (iv) any other securities that may hereafter be issued by the Company that have the right to vote on any matter presented to the stockholders of the Company for a vote, in all cases over which a Person has, exercises, or has the legal ability to exercise voting power.
Director means a member of the Board of Directors.
Effective Date has the meaning set forth in Section 4.13.
Exchange Act has the meaning set forth in Section 4.12.
Exchange Agreement has the meaning set forth in the recitals.
IPO has the meaning set forth in the recitals.
Loss or Losses means any claims, losses, liabilities, damages, interest, penalties and costs and expenses, including reasonable attorneys, accountants and expert witnesses fees, and costs and expenses of investigation and amounts paid in settlement, court costs, and other expenses of litigation, including in respect of enforcement of indemnity rights hereunder (it being understood that Losses shall not include any consequential, special, incidental, indirect or punitive damages, except to the extent that such damages are awarded to a third party).
Necessary Action means, with respect to a specified result, all commercially reasonable actions required to cause such result that are within the power of a specified Person, including without limitation (i) causing all Company Shares to be present or represented at any meeting of stockholders of the Company for purposes of determining whether a quorum has been established, (ii) voting (or causing to be voted) the Company Shares, or granting a proxy (or causing a proxy to be granted) with respect to the voting of the Company Shares, (iii) duly executing and delivering (or causing to be duly executed and delivered) any action by written consent of stockholders in lieu of a meeting with respect to the Company Shares, or granting a proxy (or causing the granting of a proxy) with respect to action by written consent in lieu of a meeting with respect to the Company Shares, (iv) adopting or causing the adoption of stockholders resolutions and amendments to the organizational documents of the Company or Partnership, (v) executing and delivering agreements and instruments, (vi) making, or causing to