Investors means the Initial Investors and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof.
Merger Sub I has the meaning set forth in the Preamble.
PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.
Merger Sub II has the meaning set forth in the Preamble.
CD&R Investors means, collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses (i) and (ii) of this definition.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.
Investors’ Rights Agreement means the agreement among the Company and the Purchasers and certain other stockholders of the Company dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.
Merger Sub 1 has the meaning set forth in the Preamble.
Company Merger shall have the meaning given in the Recitals.
Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.
Common Stockholders means holders of shares of Common Stock.
Other Investors shall have the meaning set forth in the Preamble.
Existing Stockholders means the WCAS Securityholders and their Affiliates.
Lead Investors means collectively, BlackRock, GSO, Magnetar and, solely for purposes of Section 2.02(b), Investment Partners V (II), LLC.
First Merger shall have the meaning given in the Recitals hereto.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Reorganization Securities has the meaning set forth in Section 6.9 hereof.
Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any
Parent Stockholders means the holders of the outstanding Parent Shares.
MergerSub has the meaning set forth in the Preamble.
Dissenting Stockholders shall have the meaning set forth in Section 3.3.
Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.
Initial Stockholders means the stockholders of Holdings who became -------------------- stockholders as of the Closing Date (including employees or directors of Holdings or any Subsidiary who were granted options to purchase stock as of the Closing Date) and any transferees of such stockholders described in clause (i) or (ii) in the definition of Approved Sale.
Merger Sub Board means the board of directors of Merger Sub.
Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).