(or any of such Persons Affiliates or Associates) is Acting in Concert or has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding,
voting or disposing of any securities of the Company or cooperating in obtaining, changing or influencing the control of the Company; provided that the effect of such agreement, arrangement or understanding is to treat such Person as an
entity under Section 1.382-3(a)(1) of the Treasury Regulations.
Notwithstanding
anything in this definition of Beneficial Owner to the contrary, the phrase then outstanding, when used with reference to a Persons Beneficial Ownership of securities of the Company, means the number of such securities then issued
and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to Beneficially Own hereunder.
Notwithstanding anything in this Agreement to the contrary, to the extent not within the foregoing provisions of this paragraph (d), a
Person shall be deemed the Beneficial Owner of, and shall be deemed to beneficially own or have beneficial ownership of, any securities which such Person would be deemed to constructively own or which would be
aggregated with shares owned by such Person pursuant to Section 382 of the Code, or any successor provisions or replacement provision and the Treasury Regulations thereunder.
(e) Board has the meaning set forth in the Recitals.
(f) Business Day means any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to close.
(g) Close of Business on any given date
means 5:00 p.m., New York time, on such date; provided, however, that if such date is not a Business Day, it means 5:00 p.m., New York time, on the next succeeding Business Day.
(h) Code shall mean the Internal Revenue Code of 1986 (or such similar provisions of the Tax Cuts and Jobs Act
of 2017), as amended.
(i) Common Shares, when used with reference to the Company, means the shares of Common
Stock, par value $0.01 per share, of the Company. Common Shares, when used with reference to any Person other than the Company, means the capital stock (or equity interest) with the greatest voting power of such other Person
or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person.
(j) Common Stock Equivalents has the meaning set forth in Section 11(a)(iii).
(k) Company has the meaning set forth in the Preamble.
(l) Current Per Share Market Price has the meaning set forth in Section 11(d)(i).
(m) Current Value has the meaning set forth in Section 11(a)(iii).
(n) Distribution Date has the meaning set forth in Section 3(a).
(o) Early Expiration Date means, if Stockholder Approval has not been obtained by the Close of Business on the date on which
the Companys 2020 annual meeting of stockholders is concluded (or, if later, the date on which the votes of the stockholders of the Company with respect to such meeting are certified), the Close of Business on such date. For the avoidance
of doubt, if Stockholder Approval is obtained then there shall be no Early Expiration Date.
(p) Equivalent
Preferred Shares has the meaning set forth in Section 11(b).
(q) Exchange Act means the Securities
Exchange Act of 1934, as amended.
(r) Exchange Ratio has the meaning set forth in Section 24(a).
(s) Exempt Person means any of (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or of any Subsidiary of the Company, (iv) any entity holding Common
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