TCV Director shall have the meaning set forth in Section 3.1(b).
TPG Director shall have the meaning set forth in Section 3.1(b).
Transaction shall have the meaning set forth in the Recitals.
TPG Pace shall have the meaning set forth in the preamble.
TCV shall mean each of TCV VIII (A) VT, Inc. and TCV VIII (A), L.P.
Unaffiliated Director shall mean a director that is independent for purposes of the Audit Committee of the Board under the NYSE Rules, the Exchange Act and SOX and otherwise qualified to serve on the Audit Committee of the Board.
Waiver Agreement shall mean that certain Waiver Agreement, dated as of the date of the Business Combination Agreement, by and among the Company, TPG Pace and the other parties named therein.
Section 1.2 Construction. The rules of construction set forth in this Section 1.2 shall apply to the interpretation of this Agreement. All references in this Agreement to Annexes, Articles, Sections, subsections, and other subdivisions of or to this Agreement refer to the corresponding Annexes, Articles, Sections, subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections, and other subdivisions of or to this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words this Agreement, herein, hereby, hereunder, and hereof, and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection, or other subdivision of or to this Agreement unless expressly so limited. The words this Article, this Section, and this subsection, and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. Wherever the words including and excluding (in their various forms) are used in this Agreement, they shall be deemed to be followed by the words without limiting the foregoing in any respect. Unless expressly provided to the contrary, if a word or phrase is defined, its other grammatical forms have a corresponding meaning. The words shall and will have the equal force and effect. Pronouns in masculine, feminine, or neuter genders shall be construed to state and include any other gender, and words, terms, and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Reference herein to any federal, state, local, or foreign Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context requires otherwise, and reference herein to any agreement, instrument, or Law means such agreement, instrument, or Law as from time to time amended, modified, or supplemented, including, in the case of agreements or instruments, by waiver or consent and, in the case of Laws, by succession of comparable successor Laws.
REPRESENTATIONS AND WARRANTIES
Each of the Parties hereby represents and warrants to each other Party to this Agreement that as of the date such Party executes this Agreement: