“Shelf Registration Statement” has the meaning set forth in
“Special Committee” has the meaning set forth in the
“Special Meeting” has the meaning set forth in
“Standstill Period” has the meaning set forth in
“Stockholder” or “Stockholders” has the meaning set
forth in the Preamble.
“Transaction Documents” means this Agreement, the Amended
Board Corporate Governance Guidelines, the Amended Corporate
Governance and Responsibility Committee Charter, the Board
Anti-Pledging Policy and the Registration Rights Agreement.
“Tax” or “Taxes” means any federal, state, local, or
non-U.S. income, gross
receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental, customs
duties, capital stock, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property,
personal property, sales, use, transfer, registration, value added,
alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including
any interest, penalty, or addition thereto, whether disputed or
“Tax Return” means any return, declaration, statement, claim
for refund, election, estimate, report, form and information return
and any schedule, attachment or amendment thereto relating to
“Transfer” means, with respect to the Covered Shares, to,
directly or indirectly, transfer, sell, offer to sell, contract or
agree to sell, grant any option to purchase or otherwise dispose of
or agree to dispose of; provided, however, no pledge,
hypothecation or Encumbrance with respect to Covered Shares, or
Transfer (disregarding this proviso for this purpose) of Covered
Shares in connection with any exercise of remedies with respect
thereto, shall be considered a “Transfer”, it being understood that
such matters shall be governed exclusively by the Board
Anti-Pledging Policy and Section 5.8(I).
“Unaffiliated Class A Common Stockholder
Approval” has the meaning set forth in
“Unaffiliated Class A Holders” means those
holders of shares of Class A Common Stock, excluding shares of
Class A Common Stock held, directly or indirectly, by or on
behalf of the Sands Family, directors of the Company that own,
beneficially or of record, shares of Class B Common Stock and
any person that the Company has determined to be an “officer” of
the Company within the meaning of Rule 16a-1(f) of the Exchange Act.
“Uncertificated Class B Common Shares” has the
meaning set forth in Section 2.4(B).
“Underwritten Offering” means an offering registered under
the Securities Act in which securities of the Company are sold to
one or more underwriters on a firm-commitment basis for reoffering
to the public.