IT Systems
means electronic data processing, information, recordkeeping,
communications, telecommunications, account management, inventory management and other computer systems (including all Software, databases, firmware, hardware and related documentation) and Internet websites.
knowledge
means (i) with respect to Parent and its Subsidiaries, the actual knowledge, after due inquiry, of the
individuals listed in Section 8.17(a)(i) of the Parent Disclosure Schedule and (ii) with respect to the Company and its Subsidiaries, the actual knowledge, after due inquiry, of the individuals listed on Section 8.17(a)(ii) of the
Company Disclosure Schedule.
Liability
means, with respect to any Person, any and all debts, liabilities, losses,
claims, demands, judgments, damages, fines, suits, actions,
out-of-pocket
costs and expenses (including costs of investigation, defense or settlement and reasonable
attorneys fees), penalties, awards, assessments, charges and obligations whatsoever, whether fixed, contingent or absolute, matured or unmatured, accrued or not accrued, determined or determinable, secured or unsecured, disputed or undisputed,
subordinated or unsubordinated, contractual, tortious, statutory or otherwise against, affecting, suffered, sustained, paid or incurred by such Person, including interest and, to the extent reasonably foreseeable, consequential damages.
Lien
means any lien, hypothecation, assignment, title retention or other security arrangement or agreement, mortgage,
pledge, conditional or installment sale agreement, encumbrance, covenant, condition, restriction, charge, option, right of first refusal, easement, security interest, deed of trust,
right-of-way,
encroachment, occupancy right, community property interest or other restriction of any nature.
Majority Stockholder
means
VSS-Cambium
Holdings III, LLC, a Delaware limited
liability company.
Majority Stockholder Agreements
means, collectively, (a) any Contract between the Company or
any of its Subsidiaries, on the one hand, and the Majority Stockholder or any of its Affiliates (other than the Company and its Subsidiaries), on the other hand, and (b) any Contract between VKidz, on the one hand, and the Majority Stockholder
or any of its Affiliates (other than VKidz), on the other hand, in each case, which are set forth on Section 3.22 of the Company Disclosure Schedule.
Majority Stockholder Side Letter
means that certain letter agreement, dated as of the date hereof, by and among the
Majority Stockholder, the Company, Parent and Merger Sub.
Marketing Period
means the period of fifteen
(15) consecutive Business Days after the date hereof beginning on the date on which Parent shall have received the Required Information; provided, that (x) November 23, 2018 shall not be considered a Business Day and (y) if the
Marketing Period has not ended on or prior to December 21, 2018, it shall recommence on January 2, 2019; provided, further, that if the Company in good faith reasonably believes that it has delivered the Required Information at the time
the Marketing Period would have otherwise commenced it may deliver to Parent a written notice stating when it believes it completed such delivery, in which case receipt of such Required Information shall be deemed to have been satisfied on the date
of such notice for purposes of the commencement of the Marketing Period unless Parent in good faith reasonably believes that the Company has not completed delivery of the Required Information and, within three (3) Business Days after the
delivery of such notice by the Company, Parent delivers a written notice to the Company to that effect, stating with reasonable specificity the Required Information that has not been delivered, in which case, the Required Information shall be deemed
to have been delivered on the date such additional information is delivered by the Company.
Material Adverse Effect
means, with respect to the Company, any change, effect, event, occurrence, development, circumstance, condition, or effect (each, an
Effect
) that, individually or in the aggregate, (x) has or would reasonably be expected to
prevent or materially impair or delay the ability of the Company to consummate the transaction contemplated hereby, or (y) has had or would reasonably be expected to have a material adverse effect on the business, operations or financial
condition of the Company and its Subsidiaries
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