the definition of Parent Related Parties and
clauses
(xii)
and
(xvi)
of the definition of Company Material Adverse Effect and for
purposes of
Section
4.2(c)
,
Section
5.24
,
Section
5.27
,
ARTICLE X
and
Section
11.4
and defined terms used therein) in no event shall
Parent, Merger Sub or any of their respective Subsidiaries be considered an Affiliate of Apollo Global Management, LLC, any of its Affiliates (other than Parent, Merger Sub and their respective subsidiaries) or any portfolio company or
investment fund affiliated with Apollo Global Management, LLC, or
vice versa
.
Aggregate Merger
Consideration
means all amounts payable pursuant to
ARTICLE IV
to the holders of Common Shares, Options, Performance Stock Units, Restricted Stock Units and Warrants.
Alternative Transaction Proposal
means any
bona fide
inquiry, proposal or offer from any Person (other than Parent,
Merger Sub or any of their respective Affiliates) relating to: (i) any merger, consolidation, amalgamation, share exchange, business combination, sale of assets, reorganization, recapitalization, liquidation, dissolution or other similar
transaction involving the Company or any Company Subsidiary having businesses, assets or properties constituting
twenty-five
percent (25%) or more of the assets, net revenue or net income of the Company and
the Company Subsidiaries, taken as a whole, as determined in good faith by the Company Board; (ii) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, including by means of the
acquisition of capital stock of any Company Subsidiary, (A) of any businesses, assets or properties that constitute
twenty-five
percent (25%) or more of the assets, net revenue or net income of the
Company and the Company Subsidiaries, taken as a whole, as determined in good faith by the Company Board or (B) as a result of which any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) has
beneficial ownership, or the right to acquire beneficial ownership, of
twenty-five
percent (25%) or more of the outstanding Common Shares or any other class of equity securities of the Company (measured by
economic or voting powers); or (iii) any tender offer or exchange offer in which any Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) offers to acquire beneficial ownership, or the right to acquire
beneficial ownership, of the outstanding Common Shares or any other class of equity securities of the Company, as a result of which such Person or group would beneficially own
twenty-five
percent (25%) or more
of the outstanding Common Shares or any other class of equity securities of the Company (measured by economic or voting powers).
Applicable Law
means any applicable federal, state, local, municipal or foreign Order, law (including common law),
regulation, rule, code, statute, ordinance, constitution or treaty enacted, promulgated, issued, adopted, enforced, implemented, entered or otherwise put into effect by any Governmental Entity, including, for the avoidance of doubt, the SEC and
NASDAQ.
beneficial owner
or
beneficial ownership
, with respect to any Common Shares, has the meaning
ascribed to such term under
Rule 13d-3(a)
promulgated under the Exchange Act.
Business Day
means any day other than a Saturday, Sunday or a day on which banks in New York, New York, are authorized or
required by law to be closed for regular banking business.
Claim
means any threatened, asserted, pending or completed
Legal Action, whether instituted by any party hereto, any Governmental Entity or any other Person, and whether civil, criminal, administrative, investigative or other, that arises out of or pertains to, or that any Indemnified Party in good faith
believes could arise out of or pertain to, matters that relate to such Indemnified Partys duties or service as a director, officer, trustee, employee, agent or fiduciary of the Company, any of the Company Subsidiaries or any employee benefit
plan (within the meaning of Section 3(3) of ERISA) maintained by any of the foregoing or any other Person at or prior to the Effective Time.
Common Shares
means shares of common stock, par value $0.01 per share, of the Company.
Company Benefit Plans
means each material U.S. or
non-U.S.
employee benefit
plan, as defined in Section 3(3) of ERISA, and each other material incentive, bonus, deferred compensation, stock bonus, stock purchase, restricted stock, performance stock unit, stock option, equity and
equity-based,
health,
A-2