“Exchange Act” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.
“Foreign Investment Law” means any applicable Laws, including any state, national or multi-jurisdictional Laws, that are designed or intended to prohibit,
restrict or regulate actions by foreigners to acquire interests in or control over domestic equities, securities, entities, assets, land or interests on national interest, national security or public order grounds.
“GAAP” means United States generally accepted accounting principles applied on a consistent basis throughout the relevant periods.
“Governmental Entity” means any supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator, quasi-judicial or administrative agency, commission or other governmental official, authority or instrumentality, in each
case whether domestic or foreign, any stock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, Taxing or other governmental or quasi-governmental authority.
“Government Official” means any officer or employee of a government or any department, agency or instrumentality thereof, or of a public international organization, or any person acting in an official capacity or on behalf of any such government, department, agency or instrumentality or for, or on behalf of, such public international organization, including, but not limited to, directors, officers, managers, employees and other agents of any enterprise owned directly or indirectly by a government or public international organization.
“Group”
has the meaning ascribed to such term under Section 13(d) of the Exchange Act.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
“
Knowledge” means, with respect to
the Company and its
Subsidiaries, the actual knowledge (and not constructive or imputed knowledge) of any individual set forth on Schedule 1.1 of
the
Company Disclosure Letter with respect to a fact, circumstance, event or other matter, in each case, as of the time any representation with respect to the foregoing was made, with no duty to make any inquiry.
“Legal Proceeding” means any action, inquiry, claim, charge, complaint, demand, proceeding, suit, hearing, lawsuit, litigation, arbitration, mediation, audit, inquiry, investigation, or other similarly formal legal proceeding in each case brought by or pending before any Governmental Entity, arbitrator, mediator, or other tribunal, in each case, other than in connection with the ordinary course prosecution of trademarks or patents.
“
Liabilities”
means all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, asserted or unasserted, known or unknown, including those arising under any Applicable Legal Requirement, Order or
Contract, regardless of whether the same would be required to be reflected on a balance sheet prepared in accordance with GAAP or disclosed in the notes thereto.
“
made available” means, with respect to any statement in this Agreement or
the Company Disclosure Letter to the effect that any information, document or other material has been
“made available”
to Parent, that such information, document or material was: (i) made available for review by Parent and its Representatives in the virtual data room established in connection with the Transactions at least twenty-four (24) hours prior to the execution of this Agreement or (ii) the relevant part of which is contained in unredacted form in
the Company SEC Reports;
provided that any information, document or material that has been made available or delivered to Parent or its Representatives pursuant to a request by Parent or its Representative that was made within a twenty-four (24) hour period immediately prior to the execution of the Agreement shall be deemed made available or delivered, as long as such information, document or material was made available or delivered at least six (6) hours prior to the execution of the Agreement.
“
Open
Source Materials” means software or other material that is distributed as
“free software,” “open source software” or under similar licensing or distribution terms (including, but not limited to, the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL), the Apache License and any license identified as an open source license by the Open Source Initiative (
www.opensource.org)).