amended, and any other applicable United States federal or state, or any foreign or supranational, statutes, laws, rules, regulations, orders or decrees that are designed to prohibit, restrict or
regulate actions having the purpose or effect of monopolization or restraint of trade.
Applicable Law means, with
respect to any Person, any federal, state, foreign, local, municipal or other law, statute, constitution, legislation, principle of common law, resolution, ordinance, code, edict, decree, rule, directive, license, Permit, regulation, ruling or
legally enforceable requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority and any Orders applicable to such Person or such Persons Affiliates or to
any of their respective assets, properties or businesses.
Business Day means a day (i) other than Saturday or
Sunday and (ii) on which commercial banks are open for business in San Francisco, California and Boston, Massachusetts.
Calculation Time means 11:59 p.m. (Eastern time) on the day immediately prior to the Closing Date.
Capitalization Spreadsheet Trial Run shall mean the spreadsheet attached hereto as Exhibit J, setting forth the
Companys good faith estimates of the Merger Consideration (including the calculation of the estimated Deduction Amount), for each class and series of Company Capital Stock, Company Option and Company Warrant, each determined on a pro forma
basis as if the Closing occurred on the date of this Agreement.
CARES Act means the Coronavirus Aid, Relief, and
Economic Security Act (Public Law 116-136), signed into law on March 27, 2020.
Cash means the cash and cash equivalents of the Company Group calculated in accordance with the Company Accounting
Principles (including wires sent to and checks deposited in accounts of the Company Group Members, but excluding any Restricted Cash and the aggregate amount of cash needed to fund wires, checks, drafts, draws and any electronic disbursements
written or ordered by any Company Group Member but not cleared), in each case as of the Calculation Time.
Closing Net Working
Capital Shortfall means the amount, if any, by which the Closing Net Working Capital Target exceeds Net Working Capital.
Closing Net Working Capital Surplus means the amount, if any, by which the Net Working Capital exceeds Closing Net Working
Capital Target.
Closing Net Working Capital Target means $31,761,000.
Code means Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.
Company Accounting Principles means, GAAP applied on a basis consistent with the methodologies, judgments, practices,
procedures, estimation techniques, assumptions and principles used in the preparation of the balance sheet included in the Company Audited Financial Statements (the Historical Practices); provided that if GAAP conflicts
with any particular methodology, judgment, practice, procedure, estimation technique, assumption or principle used in the Historical Practices, then the parties shall use the methodology, judgment, practice, procedure, estimation technique,
assumption or principle, as the case may be, that most closely resembles the one used in the Historical Practices and which is consistent with GAAP.
Company Capital Stock means the Company Common Stock, Company Special Stock and the Company Preferred Stock.
Company Charter means the Certificate of Incorporation of the Company (as amended).
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