(oo) COVID-19 means SARS-CoV-2 or COVID-19, and any variants, evolutions or mutations thereof, or any related or associated epidemics, pandemics or disease
outbreaks, or any escalation or worsening of any of the foregoing (including any subsequent waves).
(pp) COVID-19 Measures means any mandated or recommended quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure, sequester, safety or
similar Law, directive, guideline, response or recommendation of or promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, or other reasonable actions taken, in each
case, in connection with or in response to COVID-19 and including, in each case, any changes in any such Law, directive, guidance, response or recommendation.
(qq) D&O Insurance means the Companys current directors and officers liability insurance.
(rr) DGCL means the General Corporation Law of the State of Delaware.
(ss) DOJ means the United States Department of Justice.
(tt) DTC means the Depository Trust Company.
(uu) Environmental Law means all applicable federal, national, state, provincial or local Laws relating to pollution,
worker health and safety with respect to exposure to Hazardous Substance, and protection of the environment (including ambient air, surface water, groundwater, land surface or subsurface strata).
(vv) ERISA means the Employee Retirement Income Security Act of 1974.
(ww) ERISA Affiliate means any Person under common control with the Company or any Subsidiary or that, together with the
Company, could be deemed a single employer within the meaning of Section 4001(b)(1) of ERISA or within the meaning of Section 414(b), (c), (m) or (o) of the Code.
(xx) Exchange Act means the Securities Exchange Act of 1934.
(yy) FCPA means the United States Foreign Corrupt Practices Act of 1977.
(zz) FTC means the United States Federal Trade Commission.
(aaa) GAAP means generally accepted accounting principles, consistently applied, in the United States.
(bbb) Government Bid means any offer made by the Company or any of its Affiliates (including its Subsidiaries) prior
to the Closing Date which, if accepted, would result in a Government Contract.
(ccc) Government Contract means any
prime Contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter Contract or other similar arrangement of any kind
that is currently active in performance or that has been active in performance at any time since January 1, 2021 with: (a) any Governmental Authority; (b) any prime contractor of a Governmental Authority in its capacity as a prime
contractor; or (c) any subcontractor at any tier with respect to any contract of a type described in clause (a) or clause (b) above. A task, purchase or delivery order under a Government Contract shall not constitute a
separate Government Contract for purposes of this definition, but shall be part of the Government Contract to which it relates.
(ddd)
Government Shutdown means any shutdown resulting from the lack of Congressional budget appropriations, after the date of this Agreement, of certain United States federal government services provided by (i) the FTC and DOJ to
review Merger under the HSR Act or (ii) CFIUS to review the joint voluntary notice filed by the Parties pursuant to 31 C.F.R. § 800.501.
-8-