“NYSE” means the New York Stock Exchange.
“Order” means any order, award, judgment, injunction, writ, decree (including any consent decree or similar agreed order or judgment), directive, stipulation, ruling, determination, decision or verdict, whether civil, criminal or administrative, in each case, that is entered, issued, made or rendered by any Governmental Entity.
“Organizational Documents” means with respect to any Person (other than an individual), (a) the certificate or articles of association or incorporation or organization or limited partnership or limited liability company, and any joint venture, limited liability company, operating, stockholders or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person; and (b) all bylaws and voting agreements to which such Person is a party relating to the organization or governance of such Person.
“Parent Group Shares” means the Shares held by Parent and its Wholly Owned Subsidiaries immediately prior to the Effective Time.
“Pending Sale Transaction” means any of the IAHC Sale, the SSL Sale or the Madison Sale, and “Pending Sale Transactions” means, collectively, the IAHC Sale, the SSL Sale and the Madison Sale.
“Pending Sale Transaction SPAs” means, collectively, the IAHC Sale SPA, the SSL Sale SPA and the Madison Sale SPA.
“Person” means any natural person, corporation (including not-for-profit), partnership (limited or general), group (as defined under Section 13 of the Exchange Act), limited liability company, company, joint venture, estate, trust, association, organization, Governmental Entity or other legal entity of any kind or nature and any permitted successors or assigns of such person.
“Proceeding” means any action, claim, demand, litigation, suit, hearing, arbitration or other similar proceeding, whether civil, criminal, regulatory or administrative, whether in equity or at law, in contract, in tort or otherwise commenced, brought, conducted or heard by or before a Governmental Entity.
“Representative” means, with respect to any Person, any director, principal, partner, manager, member (if such Person is a member-managed limited liability company or similar entity), employee (including any officer), consultant, investment banker, financial advisor, legal counsel, attorneys-in-fact, accountant or other authorized advisor or agent of such person, in each case acting in their capacity as such.
“Requisite Company Vote” means the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote on such matter at the Company Stockholders Meeting.
“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.
“SEC” means the Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933.
“Solvent” means, when used with respect to any Person, that, as of the date of determination, (a) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed (i) the value of all “liabilities of such person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors and (ii) the amount that will be required to pay the probable liabilities of such Person as such debts become absolute and mature, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date and (c) such Person will be able to pay its liabilities as they mature.
“SSL Sale” means the sale by the Company, through ICC, to Reliance Standard Life Insurance Company of Standard Security Life Insurance Company of New York, pursuant to the SSL Sale SPA.
“SSL Sale SPA” means the Stock Purchase Agreement, dated as of April 14, 2021, by and among the Company, ICC and Reliance Standard Life Insurance Company.
“Subsidiary” means, with respect to any Person, any other Person (other than a natural person) of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a