Governmental Body
means any: (a) nation, state, commonwealth,
province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or
quasi-governmental
authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal).
Grant Date
has the meaning assigned to such term in
Section 2.3(f)
of the Agreement.
HSR Act
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Inbound Company IP Contract
has the meaning assigned to such term in
Section 2.8(b)
of the Agreement.
Indemnified Persons
has the meaning assigned to such term in
Section 5.7(a)
of the Agreement.
Information Privacy and Security Laws
has the meaning assigned to such term in
Section 2.8(n)(i)
of the
Agreement.
Intellectual Property
means, collectively: algorithms, application programming interfaces, apparatus,
designs, rights in designs, circuit designs and assemblies, gate arrays, IP cores, net lists, hardware description language code (including VHDL, Verilog and SystemC code), layouts, topographies, photomasks, semiconductor devices, test vectors,
databases and data collections, diagrams, formulae, programming files for integrated circuits, inventions (whether or not patentable), know-how, logos, marks (including brand names, product names, logos, and slogans), methods, network configurations
and architectures, processes, proprietary information, protocols, schematics, specifications, software (in any form including source code and executable or object code), subroutines, user interfaces, techniques, domain names, URLs, web sites, works
of authorship, and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing such as instruction manuals, laboratory notebooks, prototypes, samples, studies, and summaries).
Intellectual Property Rights
means all rights of the following types, which may exist or be created under the laws of any
jurisdiction in the world, in each case whether registered or unregistered: (a) intellectual or industrial property rights associated with works of authorship, including exclusive exploitation rights, copyrights, mask works and integrated
circuit topographies, and moral rights; (b) trademark, tradename, and service mark rights and similar rights; (c) trade secret rights and similar rights; (d) Patent and industrial property rights and similar rights; (e) database
rights and similar rights; (f) other proprietary rights in Intellectual Property; and (g) rights in or relating to registrations, renewals, reexaminations, extensions, combinations, divisions, continuations, continuations-in-part, and
reissues of, and applications for, any of the rights referred to in clauses (a) through (f) above.
IRS
means the U.S. Internal Revenue Service.
Joint Proxy Statement/Prospectus
means the joint proxy statement/prospectus to be sent to the Companys stockholders
in connection with the Company Stockholders Meeting and to Parents shareholders in connection with the Parent Shareholders Meeting.
J.P. Morgan
has the meaning assigned to such term in
Section 2.23
of the Agreement.
Knowing and Intentional Breach
means a material breach that is a consequence of an act undertaken by the breaching party
with the knowledge that the taking of such act, or failure to act, would, or would reasonably be expected to, result in a breach of the Agreement.
knowledge
means (a) with respect to the Company, the knowledge of the individuals identified on
Part 1.1
of the
Company Disclosure Schedule, after reasonable inquiry; and (b) with respect to Parent, the knowledge of the individuals identified on
Part 1.1
of the Parent Disclosure Schedule, after reasonable inquiry.
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