associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof (collectively, Trademarks); (c) all copyrights, works of
authorship, literary works, pictorial and graphic works, in each case whether or not registered or published, all applications, registrations, reversions, extensions and renewals of any of the foregoing and all moral rights, however denominated;
(d) all Internet domain names and social media accounts; (e) all trade secrets, know-how, ideas, technology, Software, discoveries, improvements, formulae, confidential and proprietary information,
databases, collections of data, technical information, techniques, inventions, designs, drawings, procedures, processes and models, in each case, whether or not patentable or copyrightable (collectively Trade Secrets); and
(f) all other intellectual property and intellectual property rights.
Intended Tax Treatment has the meaning
specified in Section 9.07(b).
Interim Financial Statements has the meaning specified in
Section 5.08(a).
Interim Period has the meaning specified in
Section 7.01.
Intervening Event means any fact, circumstance, occurrence, event,
development, change or condition or combination of the foregoing that was not known to SPAC as of the date of this Agreement and does not relate to any Business Combination Proposal other than with the Company; provided, however, that
(a) neither any change in the price or trading volume of SPAC Common Stock or SPAC Units nor the Companys failure to meet or exceed any projections shall, in and of itself, be taken into account in determining whether or not an
Intervening Event has occurred, and (b) no fact, circumstance, occurrence, event, development, change or condition or combination of the foregoing adversely affecting the results of operations or financial condition of the Company or its
Subsidiaries shall constitute an Intervening Event unless the same constitutes at Material Adverse Effect.
ITEPA has
the meaning set forth in Section 5.15(x).
IT Systems means all computer systems, servers,
networks, databases, network equipment, websites, computer hardware and equipment used to process, store, maintain and operate data, information, functions, and other information technology systems, including any Software embedded or installed
thereon, owned, licensed, leased or otherwise used by or on behalf of the Company or any of its Subsidiaries.
Law
means any statute, law, ordinance, rule, treaty, code, directive, regulation or Governmental Order, in each case, of any Governmental Authority.
Leased Real Property means all real property leased by the Company or its Subsidiaries.
Leases has the meaning specified in Section 5.18.
Licensed Intellectual Property has the meaning specified in the Section 5.19(b).
Lien means any mortgage, deed of trust, pledge, hypothecation, encumbrance, easement, license, option, right of first
refusal, security interest or other lien of any kind.
Material Adverse Effect means, with respect to the Company, a
material adverse effect on the results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of the following (or the effect of any of the following),
alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect on the results of operations or financial condition of the Company and its
Subsidiaries, taken as a whole: (a) any change in applicable Laws, GAAP or IFRS or any interpretation thereof, (b) any change in interest rates or economic, political, business, financial, commodity, currency or market conditions
generally, (c) the announcement or the execution of the Transaction Agreements, the pendency or consummation of the
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