DEFINITIONS Section 1.01 Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings; provided that capitalized terms used but not otherwise defined in this Section 1.01 shall have the respective meanings ascribed to such terms in the Separation and Distribution Agreement: #90914078v33
DEFINITIONS Section 1.01 Certain Definitions. For purposes of this Agreement, the following terms, when used herein with initial capital letters, shall have the respective meanings set forth below: “Accounting Principles” means GAAP as modified by those accounting practices, methodologies, procedures, calculations, classifications, adjustments and principles set forth on the Sample Closing Statement. “Acquired Companies” means the Company and the Company Subsidiaries. “Adjustment Escrow Account” has the meaning set forth in Section 2.01(b).
DEFINITIONS Section 1.01 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.01: “Common Units” means the “Common Units” of the Company as defined in the LLC Agreement. “Company” has the meaning set forth in the Preamble. “Corporation” has the meaning set forth in the Preamble. “Effective Time” means the “Effective Time” as defined in the LLC Agreement. “Encumbrance” means, with respect to any specified asset, any security interest, lien, mortgage, claim, charge, pledge, restriction, option, reservation, equitable interest, deed of trust, right of first refusal, easement, servitude or encumbrance of any nature. “Initial Closing” means the closing of the transactions contemplated in Sections 2.01, 2.02 and 2.04. “Initial Closing Date” has the meaning set forth in Section 2.03. “Initial Consideration” has the meaning set forth in Section 2.02. “Initial Units” has the meaning set forth in Section 2.01. “Initial Proceeds” means the net proceeds received by the Corporation in exchange for the issuance and sale of Shares in the IPO. Initial Proceeds will be calculated as the product of (a) the sum of (i) the price per share at which Shares are sold to the public in the IPO minus (ii) the aggregate underwriting discounts and commissions per share in such offering, multiplied by (b) the number of Shares sold to the public in the IPO without giving effect to any exercise of the Over-Allotment Option. For the avoidance of doubt, Initial Proceeds shall not include the Over- Allotment Proceeds. “IPO” has the meaning set forth in the Recitals. “LLC Agreement” has the meaning set forth in the Recitals. “Managing Underwriters” means Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxxxx LLC. “Over-Allotment Closing” means the closing of the transactions contemplated in Section 3.01, 3.02 and 3.04. “Over-Allotment Closing Date” has the meaning set forth in Section 3.03.
DEFINITIONS Section 1.01 Certain Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings set forth as follows: (a) “Affiliate” of any Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. (b) “Benefit Plan” means all “employee benefit plans” (within the meaning of section 3(3) of ERISA) and all stock purchase, stock option, severance, employment, change-in- control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, employee loan, and all other employee benefit plans, agreements, programs, policies, or other arrangements, and whether or not subject to ERISA, whether formal or informal or oral or written. (c) “Business Day” means any day other than a Saturday, a Sunday, or a day on -2-
DEFINITIONS Section 1.01 Certain Definitions. For purposes of this Agreement, unless the context requires otherwise, the following terms shall have the following meanings: "Action" or "Proceeding" means any action, suit, proceeding, investigation, arbitration, Governmental Order, hearing, assessment with respect to fines or penalties, or litigation (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before any Governmental Authority.
