Order means any order, award, judgment, injunction, writ, decree
(including any consent decree or similar agreed order or judgment), directive, settlement, stipulation, ruling, determination, charge, required undertaking, corrective action plan, decision or verdict, whether civil, criminal or administrative, in
each case, that is imposed, entered, issued, made or rendered by any Governmental Entity.
Ordinary Course of
Business means, with respect to any Person, the conduct by such Person in connection with the relevant business in accordance with such Persons normal
day-to-day customs, past practices and procedures.
Organizational Documents means (a) with respect to any Person that is a corporation, its certificate of
incorporation and bylaws, or comparable documents, (b) with respect to any Person that is a partnership, its certificate of partnership and partnership agreement, or comparable documents, (c) with respect to any Person that is a limited
liability company, its certificate of formation and limited liability company agreement, or comparable documents, (d) with respect to any Person that is a trust, its declaration of trust, or comparable documents and (e) with respect to any
other Person that is not an individual, its comparable organizational documents.
Outside Date has the meaning
set forth in Section 9.2(a).
Parent has the meaning set forth in the Preamble.
Parent 401(k) Plan has the meaning set forth in Section 7.10(d).
Parent Approvals has the meaning set forth in Section 6.4(a).
Parent Behavioral Remedy has the meaning set forth in Section 7.5(b)(iii).
Parent Benefit Plan means any benefit or compensation plan, program, policy, practice, agreement, contract,
arrangement or other obligation, whether or not in writing and whether or not funded, in each case, which is sponsored or maintained by, or required to be contributed to, or with respect to which any potential obligation or liability is borne by,
Parent or any of its Subsidiaries or Affiliates, including, but not limited to, ERISA Plans, employment, consulting, retirement, severance, termination or change of control agreements, deferred compensation, equity-based, incentive,
bonus, supplemental retirement, profit sharing, insurance, medical, welfare, fringe or other benefits or remuneration of any kind.
Parent Common Stock means the shares of common stock of Parent, par value $0.01 per share.
Parent Disclosure Schedule has the meaning set forth in Article VI.
Parent Divestiture Remedy has the meaning set forth in Section 7.5(b)(iii).
Parent Reports means the reports, forms, proxy statements, prospectuses, registration statements and other
statements, certifications and documents that are required to be or are otherwise filed with or furnished to the SEC pursuant to the Exchange Act or the Securities Act by Parent, including notes, exhibits and schedules thereto and all other
information incorporated by reference and any amendments and supplements thereto.
-13-