Shelf Registration Statement has the meaning set forth in
Section 5.11.
Special Committee has the meaning set forth in the Recitals.
Special Meeting has the meaning set forth in Section 3.5(A).
Standstill Period has the meaning set forth in Section 5.8(C)(i).
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 not.
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 Taxes.
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
Section 5.1.
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.
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