Insurance Policies
means all material insurance policies and
arrangements held, as of the date of this Agreement, by or for the benefit of the Company, any Company Subsidiary, or the business, assets or properties owned, leased or operated by the Company or any Company Subsidiary.
Intellectual Property
means all intellectual property rights of any kind or nature in any jurisdiction, whether
registered or unregistered, including all trademarks, service marks, trade names, domain names, mask works, inventions, patents, trade secrets, copyrights,
know-how,
processes, systems, techniques, computer
software programs and applications, algorithms, data, and databases, (including any registrations or applications for registration of any of the foregoing) or any other similar type of proprietary intellectual property rights.
Intervening Event
means any material event, change, effect, development, state of facts, condition or occurrence
that occurs or arises after the date of this Agreement that (a) was not known, or reasonably foreseeable to or by the Company Board as of or prior to the date of this Agreement, (b) does not result from any breach of this Agreement by the
Company or the Company Subsidiaries or the Company Representatives and (c) does not relate to (i) the receipt, existence or terms of a Competing Proposal, (ii) any events, changes or circumstances to the extent relating to Parent,
Merger Sub, or any of Parents Subsidiaries, or (iii) the consents, approvals, filings, notifications, authorizations or actions described in
Section
4.03(b)
.
Knowledge of the Company
or
Companys Knowledge
means the actual knowledge, following
due inquiry, of the individuals identified on Schedule A to the Company Disclosure Schedule. With respect to matters involving Intellectual Property, knowledge does not require that any of the individuals identified on Schedule A to the Company
Disclosure Schedule conduct or have conducted or obtain or have obtained any
freedom-to-operate
opinions or similar opinions of counsel or any Intellectual Property
clearance searches, and no knowledge of any third party Intellectual Property that would have been revealed by such inquiries, opinions or searches will be imputed to such executive officers.
Leased Real Property
means all real property leased or subleased (whether as a tenant or subtenant) by the Company
or any Company Subsidiary.
Liens
means any and all security interests, pledges, claims, charges, options, puts,
calls, preemptive purchase rights, easements, restrictions, rights of first refusal, hypothecation, mortgages, liens and any other encumbrances of any kind or nature whatsoever.
NASDAQ
means the Nasdaq Global Select Market.
NYSE
means the New York Stock Exchange.
Order
means with respect to any Person, any award, decision, injunction, judgment, stipulation, order, ruling,
subpoena, writ, decree, consent decree or verdict entered, issued, made or rendered by any arbitrator or Governmental Authority of competent jurisdiction affecting such Person or any of its properties.
Owned Real Property
means all real property owned or purported to be owned by the Company or any Company Subsidiary.
Parent Disclosure Schedule
means the separate disclosure letter delivered by the Parent to the Company prior to
the execution of this Agreement.
Parent Material Adverse Effect
means any Effect that, individually or in the
aggregate, with all other Effects, would, or would reasonably be expected to, prevent or materially impede or materially delay the consummation by Parent or Merger Sub of the Transactions beyond the Outside Date.
Parent Representatives
means the officers, directors, accountants, consultants, legal counsel, agents and other
representatives of Parent and Merger Sub.
A-52