Equity Securities means, with respect to any Person, any (i) membership interests or shares of capital stock, (ii) equity, ownership, voting, profit or participation interests or (iii) similar rights or securities in such Person, or any rights to securities convertible into or exchangeable for, options or other rights to acquire from such Person, or obligation on part of such Person to issue, any of the foregoing.
Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, all as the same shall be in effect from time to time.
Founder Designee means Christopher D. Farrar or any other Founder Party designated in writing to the Company as such by Christopher D. Farrar.
Founder Parties means each of the following, so long as they hold Company Securities: (i) Christopher D. Farrar, (ii) a spouse, former spouse, parent, grandparent, sibling, in-law, child or grandchild (including adoptive or step relationships) of Christopher D. Farrar, (iii) an entity that is solely controlled by Christopher D. Farrar or any of persons described in clause (ii) (or a combination thereof); provided, that Christopher D. Farrar or any of the persons described in clause (ii) are, collectively, the sole beneficial owners of such entity, (iv) a person to whom Company Securities are transferred (A) by will or the laws of descent and distribution by a person described in clause (i) or (ii) above or (B) by gift without consideration of any kind; provided, that in the case of clause (B), such transferee is the spouse, former spouse, parent, grandparent, sibling, in-law, child or grandchild (including adoptive or step relationships) of such person or (v) a trust that is for the exclusive benefit of a person described in any of the foregoing clauses (i), (ii) or (iv) above.
IPO means the first firm commitment underwritten public offering and sale of equity securities of the Company for cash pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form).
IPO Registration Statement means the initial registration statement on Form S-1 (registration no. 333) filed under the Securities Act of 1933, as amended, with respect to the IPO.
Losses means any loss, liability, claim, charge, action, suit, proceeding, assessed interest, penalty, damage, tax, expense and causes of action of any nature whatsoever.
Person means an individual, a corporation, a partnership, a limited liability company, a trust, an incorporated or unincorporated association, a joint venture, a joint stock company or any other entity or body.
Snow Phipps means Snow Phipps Group LLC or any other Snow Phipps Party designated in writing to the Company as such by Snow Phipps.
Snow Phipps Parties means SP AIV, SPV AIV Offshore, SP Co-Invest, SPB and SP RPV and any investment fund or related alternative investment vehicle managed, sponsored, controlled or advised by Snow Phipps or any Person that controls, is controlled by or is under common control with Snow Phipps, in each case so long as any such Snow Phipps Party (i) is managed, sponsored, controlled or advised by an investment fund affiliated with Snow Phipps and (ii) owns Company Securities.
Stockholders means the Snow Phipps Parties, the TOBI Parties and the Founder Parties.
Stock Exchange means the New York Stock Exchange or other national securities exchange or interdealer quotation system on which the Common Stock is at any time listed or quoted.
Stock Exchange Independent Director means a Director who qualifies, as of the date of such Directors election or appointment to the Board (or any committee thereof) and as of any other date on which the determination is being made, as an Independent Director under the applicable rules of the Stock Exchange, as determined by the Board.
TOBI Parties means TOBI and any investment fund or related alternative investment vehicle managed, sponsored, controlled or advised by TOBI or any Person that controls, is controlled by or is under common control with TOBI, in each case so long as any such TOBI Party (i) is managed, sponsored, controlled or advised by an affiliate of TOBI and (ii) owns Company Securities.