(o) Certificate of Incorporation means the Second Amended and Restated Certificate of
Incorporation of the Corporation, dated as of April 30, 2021, as amended, amended and restated or otherwise modified from time to time.
(p)
Change of Control means any of the following events (whether in a single transaction or series of related transactions):
(i) a person or group (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Corporation or
its wholly owned subsidiaries, acquires, directly or indirectly, capital stock of the Corporation such that following such acquisition, such person or group becomes the direct or indirect Beneficial Owner of shares of the Corporations capital
stock representing more than fifty percent (50%) of the combined voting power of all of the then outstanding shares of all classes and series of capital stock of the Corporation;
(ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange,
combination, reclassification, recapitalization, acquisition or otherwise) a majority of the Corporations capital stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other
property; provided, however, that any merger, consolidation, share exchange or combination of the Corporation pursuant to which the Person or Persons that directly or indirectly Beneficially Owned all classes and series of the
Corporations capital stock immediately before such transaction directly or indirectly Beneficially Own, immediately after such transaction, more than fifty percent (50%) of all classes or series of capital stock of the surviving, continuing or
acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such
transaction, will be deemed not to be a Change of Control pursuant to this clause (ii); or
(iii) the sale, exchange, lease, or transfer
of all or substantially all of the Corporations assets, determined on a consolidated basis (other than a sale, exchange, lease, or transfer to one or more entities where the stockholders of the Corporation immediately before such sale,
exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred, in substantially the same proportions vis-à-vis each other as immediately before such transaction).
(q) Close of Business
means 5:00 p.m., New York City time.
(r) Code has the meaning set forth in Section 17.
(s) Common Stock means the common stock, $0.001 par value per share, of the Corporation.
(t) Consolidated Debt has the meaning given to such term or any analogous term in the Credit Agreement then in effect; provided,
that if a Credit Agreement is no longer in effect, Consolidated Debt shall have the meaning set forth in the Credit Agreement as most recently in effect.
(u) Consolidated EBITDA has the meaning given to such term or any equivalent term in the Credit Agreement then in effect; provided,
that if a Credit Agreement is no longer in effect, Consolidated EBITDA shall have the meaning set forth in the Credit Agreement as most recently in effect. Except as otherwise set forth herein, Consolidated EBITDA shall be
measured over the 12-month period that includes the most recent four fiscal quarters for which financial statements of the Corporation are available.
(v) Consolidated Leverage Ratio means, as of any date, the ratio of (x) Consolidated Debt to (y) Consolidated EBITDA for the most
recent four fiscal quarters for which financial statements of the Corporation are available.
(w) Constituent Person has the meaning
set forth in Section 7(j)(iii).
(x) Conversion Price means five dollars and twenty-five cents ($5.25) per share of Common Stock,
subject to adjustment as described in Section 7(g).
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