Common Stock means the shares of common stock, $0.01 par value per
share, of the Company, and any other capital stock of the Company into which such common stock is reclassified or reconstituted and any other common stock of the Company.
Company has the meaning set forth in the Preamble.
Company Policies has the meaning set forth in Section 1(e) .
Control (including its correlative meanings, Controlled and Controlled by )
means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.
Director means any director of the Company.
Equity Securities means any and all (i) shares, interests, participations or other equivalents (however designated)
of capital stock or other Voting Securities of a corporation, any and all equivalent or analogous ownership (or profit) or voting interests in a Person (other than a corporation), (ii) securities convertible into or exchangeable for shares,
interests, participations or other equivalents (however designated) of capital stock or Voting Securities of (or other ownership or profit or voting interests in) such Person, and (iii) any and all warrants, rights or options to purchase any of
the foregoing, whether voting or nonvoting, and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, o ptions, rights or other interests are authorized or otherwise existing on any date of
determination.
Exchange shall mean the New York Stock Exchange LLC or any other exchange on which the Common Stock
is listed from time to time.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, as the same may be amended from time to time.
Extraordinary Transaction means
any merger, scheme of arrangements, takeover offer, acquisition, recapitalization, restructuring, disposition, other business combination or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of
their respective securities or a material amount of any of their respective assets or businesses, including any Acquisition Transaction.
Governmental Authority means any nation, government, or supra-national body of competent jurisdiction, any state or other
political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and, any arbitrator or arbitral body or panel of competent jurisdiction or other entity
with quasi-governmental authority.
Group has the meaning assigned to it in Section 13(d)(3) of the Exchange Act
and Rule 13d-5 thereunder.
Hill Path has the meaning set forth in the
Preamble.
Hill Path Affiliated Director means any Director that (i) at any time during the three (3) year
period prior to his or her election or appointment to the Board, or during his or her service as a Director, has been or is an employee, director or officer of Hill Path or any entity that manages an investment fund of a Hill Path Affiliate or
(ii) unless otherwise determined by the NCGC acting reasonably, would not be independent of Hill Path or any Hill Path Affiliate under the standards set forth in Sections 303A.02(b)(i), (ii), (iv) or (v) of the Exchange rules (provided
that, for purposes of this clause (ii), (a) Hill Path or such Hill Path Affiliate shall be deemed the issuer for purposes of such rules, (b) the reference to during any twelve-month period within the last three years, more than $120,000
in direct compensation from the listed company shall be replaced with (a) during each twelve-
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