Copyrights
means any and all copyrights, mask work rights
and all other rights with respect to works of authorship and copyrightable subject matter (including software) and any and all registrations thereof and applications therefor.
Core Technology
means the Companys and the Company Subsidiaries technology that is core to the
benefits that Parent expects to receive from the Transaction, and include InfiniBand and RDMA technology.
DOJ
means the Antitrust Division of the U.S. Department of Justice.
Domain Names
means all Internet domain name registrations.
Effect
means any change, effect, development, circumstance, condition, state of facts, event or occurrence.
Environmental Laws
means any Law, including common law, relating to (i) releases or threatened
releases of Hazardous Substances, (ii) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances, (iii) pollution or protection of the indoor or outdoor environment, occupational health as it relates
to exposures to Hazardous Substances or natural resources, or (iv) the European Unions Directives on the Restriction of Hazardous Substances (RoHS) and the Waste Electrical and Electronic Equipment (WEEE).
ERISA
means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated
and rulings issued thereunder.
Exchange Act
means the United States Securities Exchange Act of 1934, as
amended.
Expenses
means all
out-of-pocket
expenses (including all fees and expenses of counsel, financing sources, accountants, investment bankers, experts and consultants to a Party and its
affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Proxy Statement, the
solicitation of equityholders and equityholder approvals, any filings with the SEC and all other matters related to the closing of the Merger and the other Transactions.
Government Grant
means any grant, incentive, qualification, subsidy, award, funding, participation,
exemption, status, cost sharing arrangement, reimbursement arrangement or other benefit, relief or privilege, from the government of the State of Israel or any other Governmental Authority, or judicial body thereof, any outstanding application to
receive the same filed by the Company or any of the Company Subsidiaries, including, any material Tax or other incentive granted to, provided or made available to, or enjoyed by the Company or any of the Company Subsidiaries, under the Laws of the
State of Israel, and further including without limitation, by or on behalf of or under the authority of the Investment Center and IIA.
Governmental Authority
means any supranational, national, federal, state, county, municipal, local or
foreign government, or other political subdivision thereof, or any arbitral body and any entity exercising executive, legislative, judicial, regulatory, taxing, administrative, prosecutorial or arbitral functions of or pertaining to government,
including military forces.
Hazardous Substances
means (i) those substances, materials,
contaminants or wastes defined in or regulated as hazardous, toxic, or radioactive, under the following U.S. federal statutes and their state counterparts, as amended to date, and all regulations thereunder: the
Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal
Insecticide, Fungicide and Rodenticide Act, and the Clean Air Act, (ii) petroleum and petroleum products, including crude oil and any fractions thereof, (iii) natural gas, synthetic gas and any mixtures thereof, (iv) polychlorinated
biphenyls, friable asbestos and radon, and (v) any biological or chemical substance, material or waste regulated or classified as hazardous, toxic, or radioactive by any Governmental Authority pursuant to any
Environmental Law.
HSR Act
means the United States Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.
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