Persons businesses; (h) mortgages, deeds of trusts and other security interests under the Existing Company Credit Agreement; and (i) any other Liens that, individually or in the
aggregate, do not materially impair the value or the continued use and operations of the assets or properties to which they relate.
Person means an individual, a corporation, a general partnership, a limited partnership, a limited liability company, a
limited liability partnership, a joint venture, an association, a trust or any other entity or organization, including a Governmental Authority.
Proceeding means any proceeding (public or private), litigation, suit, arbitration, dispute, demand, claim, charge, action,
cause of action, subpoena, inquiry, governmental audit or investigation before any court, grand jury, Governmental Authority or any arbitration or mediation tribunal or authority.
Product means any product (including Software) or service currently developed, marketed, licensed, sold, performed,
distributed or otherwise made available by the Company or any of its Subsidiaries.
Related Party of a Person means
such Persons former and current direct or indirect equity holders, controlling persons, directors, officers, employees, agents, advisors, attorneys, Representatives, Affiliates, members, financing sources, incorporators, managers, general or
limited partners or successors or assignees.
Representatives means, with respect to a Person, each of its respective
directors, officers, attorneys, accountants, employees, advisors, agents or financing sources.
SEC means the United
States Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.
Software means any and all: (a) computer programs, including any and all
software implementations of algorithms, models and methodologies, compilers, tool sets, whether in source code, object code or other form, (b) databases and compilations, including any and all data and collections of data, whether machine
readable or otherwise, (c) any higher level or proprietary languages, (d) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens and screen displays, user
interfaces, report formats, firmware, development tools, templates, menus, buttons, and icons, and (e) all documentation, including user manuals and other training documentation and notes related to any of the foregoing.
Subsidiary means, with respect to any Person, any other Person of which the specified Person, either directly or through or
together with any other of its Subsidiaries, owns more than 50% of the voting power in the election of directors or their equivalents, other than as affected by events of default.
Superior Proposal means a written bona fide offer or proposal made by a third party with respect to a Competing Company
Transaction on terms and conditions that the Company Board determines, in its good faith judgment, after consulting with an outside financial advisor and outside legal counsel, and taking into account all legal, financial and regulatory (including
the likelihood of timely receipt of CFIUS Approval and expiration of the waiting period under the HSR Act and approval under all other applicable Antitrust laws) and other aspects of the proposal, including availability of financing, and any changes
to the terms of this Agreement proposed by Parent in response to such offer or proposal, or otherwise, to be (a) more favorable from a financial point of view, to the stockholders of the Company than the Contemplated Transactions and
(b) reasonably expected to be consummated. For purposes of the definition of Superior Proposal, each reference in the definition of Competing Company Transaction to 20% shall be replaced with 50%.
Tax means any tax, including any net income, gross income, gross receipts, recapture, alternative or add-on minimum, sales, use, business and occupation, business, professional and occupational license, value-
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