Series B Preferred Stock
means the Series B Preferred Stock of Parent
having the rights, preferences and privileges set forth in the Preferred Stock Designation.
Severance Payment
shall
have the meaning set forth in
Section
5.11(b)
.
Severance Protection Period
shall have the
meaning set forth in
Section
5.11(b)
.
Shareholders
Agreement
shall have
the meaning set forth in the Recitals.
Stock Consideration
shall have the meaning set forth in
Section
3.1(b)
.
Stockholder Consent
shall have the meaning set forth in the Recitals.
Subject Marks
shall have the meaning set forth in
Section
5.15
.
Subsidiary
means, with respect to a Person, any Person, whether incorporated or unincorporated, of which at least 50% of
the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, a general partner interest or a managing member interest, is directly or
indirectly owned or Controlled by the subject Person or by one or more of its respective Subsidiaries.
Support
Agreement
shall have the meaning set forth in the Recitals.
Surviving Entity
shall have the meaning set
forth in
Section
2.1
.
Takeover Law
means any fair price, moratorium,
control share acquisition, business combination or any other anti-takeover statute or similar statute enacted under applicable Law.
Tax Return
means any return, declaration, report, claim for refund, property rendition or information return or statement
relating to Taxes, including any schedule or attachment thereto and including any amendment thereof.
Tax
or
Taxes
means (a) all federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A
of the Code), customs, duties, capital stock, franchise, margins, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, wealth, net wealth,
net worth, alternative or
add-on
minimum, estimated or any other taxes, any payments in lieu of taxes or other similar payments, charges, fees, fines, levies, imposts, customs or duties of any kind,
whatsoever, including any interest, penalty, fines, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the tax liability of any other Person or (b) any liability for the
payment of any taxes, interest, penalty, addition to tax or like additional amount resulting from the application of Treasury Regulation
Section 1.1502-6
or comparable federal, state or local requirement
of Law (including, but not limited to, Texas Tax Code Chapter 171).
Terminable Breach
shall have the meaning set
forth in
Section
7.1(b)(iii)
.
Trademark Rights
means trademarks, service marks, trade names,
service names, logos, certifications, trade dress, corporate names, brand names, and other indicators of source or origin, including all goodwill associated with any of the foregoing.
Transaction Documents
means this Agreement, the Preferred Stock Designation, the Support Agreement, the Shareholders
Agreement, and the Registration Rights Agreement.
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