(eeee)
Securities Law
means the Israeli Securities Law, 1968.
(ffff)
Senior Management
means the positions set forth in
Section
1.1(ffff)
of the Company
Disclosure Letter.
(gggg)
Software
means any and all (i) computer programs, including any and all software
implementations of algorithms, models and methodologies, whether in Source Code or Object Code and (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise.
(hhhh)
Source Code
means computer software and code, in a form other than Object Code or machine readable form, that is
stored or otherwise accessible in human readable form and designed or intended to be compiled into binary executable form prior to execution.
(iiii)
Subsidiary
means, with respect to any Person, any entity of which securities or other ownership interests having
ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person.
(jjjj)
Superior Proposal
means any
bona fide
, written Acquisition Proposal (with references to 15% in the definition
thereof being deemed to be replaced with references to 50%), with respect to which the Company Board shall have determined in good faith (after consultation with its financial advisor and its outside legal counsel, and after taking into account the
financial, legal, regulatory and other aspects of such Acquisition Proposal and all of the terms and conditions of such Acquisition Proposal (including any termination or
break-up
fees, expense reimbursement
provisions and any conditions, potential time delays or other risks to consummation), as well as any counter-offer or proposal made by Parent pursuant hereto) that the proposed Acquisition Transaction is (a) more favorable to the Company and
the Companys shareholders, from a financial point of view, than the transactions contemplated by this Agreement, including the Merger (or any counter-offer or proposal made by Parent or any of its Affiliates pursuant hereto), and
(b) reasonably capable of being completed, in the case of each of clause (a) and (b), taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the identity and financial capability of the
Third Party making such Acquisition Proposal.
(kkkk)
Tax
means any and all taxes, assessments and other governmental
charges, duties, impositions and liabilities in the nature of a tax, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, goods and services, ad valorem, transfer, franchise,
withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts.
(llll)
Tax Returns
means all returns, declarations, estimates, reports, statements and other documents filed or required to
be filed in respect of any Taxes, including any amendments thereof or attachments thereto.
(mmmm)
Technology
means all
tangible items related to, constituting, disclosing or embodying any or all of the following: any technology, information, know how, works of authorship, trade secrets, ideas, improvements, discoveries, inventions (whether or not patented or
patentable), proprietary and confidential information, including technical data, show how, techniques, design rules, algorithms, routines, models, plans, methodologies, Software, firmware, computer programs (whether Source Code or Object Code),
files, formulas, records, compilations, including any and all data and collections of data, databases processes, prototypes, schematics, netlists, test methodologies, development work and tools.
(nnnn)
Third Party
means any Person or group (as defined under Section 13(d) of the Exchange Act) of
Persons, other than Parent or any of its Affiliates or Representatives, or the Company or any of its Affiliates or Representatives.
(oooo)
Triggering Event
shall be deemed to have occurred if, prior to obtaining the Requisite Shareholder Approval, any of the following shall have occurred: (i) the Company shall have willfully breached (or be deemed, pursuant to
the terms thereof, to have willfully breached)
Section
6.1
or
6.2
in any material respect (without regard to whether such breach results in an Acquisition Proposal); (ii) the Company Board shall
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