“Class C Designee” means Peter J. Solomon; provided that, if Peter J. Solomon during his service as a director of the Company voluntarily resigns as a director of the Company, becomes unable to serve as a director of the Company as a result of incapacity or death, or indicates to the Board in writing that he is unwilling to stand for election as a director of the Company at the 2023 Annual Meeting, 2024 Annual Meeting, or 2025 Annual Meeting, as the case may be, or fails to be re-elected as a director at any annual meeting of the Company’s stockholders at which he was nominated for election pursuant to Section 5.7 (and the Board accepts his resignation, in the event there was no election contest at such annual meeting and he was standing for re-election), then, in each case, he shall no longer be a Class C Designee and the Class C Stockholders shall be entitled to designate a replacement individual reasonably acceptable to the nominating and corporate responsibility committee of the Board and such individual shall thereupon be deemed to be a “Class C Designee.”
“Law” means all applicable provisions of any law (including common law), statutes, constitutions, treaties, rules, regulations, ordinances, codes or Governmental Order.
“Liquidation Preference Charter Amendment” means the proposed amendment to the certificate of incorporation of the Company in substantially the form attached as Annex B.
“NYBCL” means the New York Business Corporation Law.
“person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.
“Reclassification Charter Amendment” means the proposed amendments to the certificate of incorporation of the Company in substantially the form attached as Annex C.
“Representative” means, with respect to any person, such person’s directors, officers, employees, agents, advisors, attorneys, accountants, members, partners and other representatives.
“Sunset Date” means the earliest to occur of (a) the third (3rd) anniversary of the date of the 2023 Annual Meeting, (b) the first business day immediately prior to the record date established for the determination of the stockholders of the Company entitled to vote at the 2026 Annual Meeting and (c) the date on which the Class C Stockholders, in the aggregate, cease to beneficially own at least fifty percent (50%) of all shares of Class C Preferred Stock issued and outstanding as of the date hereof (adjusted for any stock dividend, stock split, reverse stock split or similar transaction after the date hereof) (or any successor security).
“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.
1.2 Interpretation. When a reference is made in this Agreement to Sections or Annexes, such reference shall be to a Section of or Annex to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The term “parties” shall mean the Company and the Class C Stockholders, and the term “party” shall be deemed to refer to either the Company, on the one hand, or the Class C Stockholders, on the other hand, as the case may be. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Except as otherwise specified, any reference to a contract, instrument or other document as of a given date means the contract, instrument or other document as amended, supplemented and modified. Except as otherwise specified, any reference to a Law shall be deemed to refer to such Law as amended from time to time and to any rules or regulations promulgated thereunder. Words in singular will be held to include the plural and vice versa and a word of one gender will be held to include the other genders as the context requires. The word “or” will not be exclusive. The phrases “the date of this Agreement” and “the date hereof” shall be deemed to refer to the date set forth on the cover of this Agreement. References to “dollars” and “$” means U.S. dollars. The parties agree that this Agreement is the product of discussions and negotiations between the parties and their respective advisors, each of the parties was represented by counsel in connection therewith and, accordingly, this Agreement and any document generated in connection herewith shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any document to be drafted.