Indemnified Parties
has the meaning set forth in
Section
5.7(a)
.
Insurance Policies
has the meaning set forth in
Section
3.18
.
Intellectual Property
means any and all of the following, and rights in,
arising out of, or associated therewith, throughout the world: (a) patents and applications therefor (including divisionals, continuations,
continuations-in-part,
reissues, renewals, extensions,
re-examinations
and other related rights) and equivalents thereof throughout the world, (b) trade secrets,
know-how,
show-how,
confidential and/or proprietary business or technical information, including processes, methodologies, research and development information, formulae, recipes, methods, formulations, discoveries, ideas,
developments, drawings, specifications, designs, algorithms, plans, proposals, technical data, test information, financial, marketing and business data and information, customer, distributor, end user and supplier lists (including Personal Data),
data and information, prospect lists, research records, test information, business and marketing plans, market surveys and studies, projections, operational data, engineering information, invention reports, technical reports, pricing information,
analyses, computer programs, computer models, data, tools, algorithms, inventions, discoveries, improvements, technology and technical data, whether patentable or not or otherwise protectable (collectively,
Trade Secrets
), (c)
trademarks, service marks, trade dress, trade names (including fictitious, assumed and d/b/a names), Internet domain names, URLs, look and feel, product names, brand names, logos, slogans, taglines, 800 numbers, social media usernames, handles,
hashtags and account names, rights of publicity, symbols, emblems, insignia and monograms and other distinctive identification and identifiers of source, motion picture and audio-visual work titles, characters, characters names and other
protectable elements, whether or not registered, including all goodwill associated therewith, and any and all common law rights, and registrations of the foregoing and applications therefor, and equivalents of the foregoing throughout the world,
(d) copyrights and similar rights in protectable material, and all other works of authorship and all parts thereof, whether or not published and whether or not registered, including all rights to use, authorship, publication, reproduction,
distribution, performance, moral rights, rights to create derivative works and rights of ownership of copyrightable works, and all rights to register and to obtain and all renewals, extensions, revivals and resuscitations thereof and registrations
of the foregoing and applications therefor, and equivalents of the foregoing throughout the world (
Copyrights
), (e) Software, (f) all designs, design registrations, design registration applications and integrated circuit
topographies, (g) all mask works, mask work registrations and applications for mask work registrations, (h) all rights in databases and data collections (including design databases, knowledge databases and customer databases), (i) moral
rights, rights of attribution, rights of privacy, publicity and all other intellectual property, proprietary and intangible rights, and all goodwill associated therewith, and whether or not subject to patent, copyright, trademark, design or other
intellectual property registration or classification, now known or hereafter recognized in any jurisdiction worldwide, (j) all rights pertaining to the foregoing, including those arising under international treaties and convention rights,
(k) all rights and powers to assert, defend and recover title to any of the foregoing, (l) all rights to assert, defend, sue, and recover damages for any past, present and future infringement, misuse, misappropriation, impairment,
unauthorized use or other violation of any rights in or to any of the foregoing, (m) all proceeds, income, royalties, damages and payments now and/or hereafter due and payable under and/or in respect of all of the foregoing, and (n) all
administrative rights arising from the foregoing, including the right to prosecute applications and oppose, interfere with or challenge the applications of others, the rights to obtain renewals, continuations, divisions, and extensions of legal
protection pertaining to any of the foregoing.
Intervening Event
means a materially beneficial (measured on a
long-term basis) fact, event, change or development in circumstances, arising exclusively after the execution and delivery of this Agreement and continuing on any date of determination, that (A) was not known or reasonably foreseeable to the
Board of Directors as of or prior to the execution and delivery of this Agreement and (B) became known to the Company prior to the date of the Company Shareholders Meeting, excluding (i) any Alternative Transaction Proposal,
(ii) any action taken by the Company in compliance with the terms of this Agreement or (iii) any change in the market price of the Companys securities or in the Companys credit rating (provided that the underlying facts of the
cause for such change in this clause (iii) shall not be excluded).
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