Environmental Laws
means any Law regulating or relating to natural resources or the environment, including Laws relating to contamination and the use, generation, management, handling, transport, treatment, disposal, storage, release of, or exposure to, Materials of Environmental Concern.
Equity Investor
means each of: (i) Hellman & Friedman Capital Partners VIII, L.P., Hellman & Friedman Capital Partners VIII (Parallel), L.P., HFCP VIII (Parallel-A), L.P., H&F Executives VIII, L.P., and H&F Associates VIII, L.P., (ii) Hellman & Friedman Capital Partners IX, L.P., Hellman & Friedman Capital Partners IX (Parallel), L.P., HFCP IX (Parallel-A), L.P., H&F Executives IX, L.P., H&F Executives IX-A, L.P. and H&F Associates IX 2019, L.P., (iii) Blackstone Capital Partners VII L.P., Blackstone Capital Partners VII.2 L.P., Blackstone Family Investment Partnership VII - ESC L.P. and BTAS Q Holdings L.L.C., (iv) Vencap Holdings (1987) Pte. Ltd., (v) Canada Pension Plan Investment Board, (vi) JMI Equity Fund IX-A, L.P. and JMI Equity Fund IX-B, L.P. and (vii) H&F Unite Partners II, L.P.
ERISA
means the Employee Retirement Income Security Act of 1974, as amended.
ERISA Affiliate
means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same controlled group as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.
Exchange Act
means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Excluded Party
means any Person from whom the Company or any of its Representatives has received a written bona fide Acquisition Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date, which written Acquisition Proposal the Company Board has determined in good faith prior to the start of the No-Shop Period Start Date (after consultation with its outside counsel and its financial advisor) is or would reasonably be expected to lead to a Superior Proposal;
provided
,
however
, that a Person shall immediately cease to be an Excluded Party (and the provisions of this Agreement applicable to Excluded Parties shall cease to apply with respect to such Person) if (A) such Acquisition Proposal made by such Person prior to the start of the No-Shop Period Start Date is withdrawn or (B) such Acquisition Proposal, in the good faith determination of the Company Board (after consultation with its outside counsel and its financial advisor), no longer is or would no longer be reasonably expected to lead to a Superior Proposal.
Financing Entities
has the meaning set forth in the definition of Financing Parties.
Financing Parties
means entities that have committed to provide or arrange or otherwise entered into agreements pursuant to the Debt Commitment Letter or in connection with all or any part of the Debt Financing, or to purchase securities from or place securities or arrange or provide loans for Parent in lieu of the Debt Financing under the Debt Commitment Letter, in connection with the Merger, including the Lenders and the other the parties to the Debt Commitment Letter and any joinder agreements or credit agreements relating thereto (the
Financing Entities
) and their respective Affiliates and their and their respective Affiliates former, current or future officers, directors, managers, members, employees, controlling persons, general or limited partners, direct or indirect shareholders or equityholders, agents and representatives and their respective successors and assigns;
provided
that neither Parent nor any Affiliate of Parent shall be a Financing Party.
Financing Sources
means entities that have committed to provide or arrange or otherwise entered into agreements in connection with debt financing for an Acquisition Proposal, including the parties to any debt commitment letter and any joinder agreements or credit agreements relating thereto and their respective Affiliates and their and their respective Affiliates officers, directors, employees, agents and representatives and their respective successors and assigns.
Governmental Entity
means any federal, state, local or foreign government, any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether federal, state, local, foreign or supranational, any arbitral body, or NASDAQ.
Guarantor
means each of: (i) Hellman & Friedman Capital Partners VIII, L.P., Hellman & Friedman Capital Partners VIII (Parallel), L.P., HFCP VIII (Parallel-A), L.P., H&F Executives VIII, L.P., and H&F Associates VIII, L.P., (ii) Hellman & Friedman Capital Partners IX, L.P., Hellman & Friedman Capital Partners